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IMPORTANT: If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice.
Suzhou Ribo Life Science Co., Ltd.
ʮ̡
(a joint stock company incorporated in the People’ s Republic of China with limited liability)
GLOBAL OFFERING
Number of Offer Shares in
the Global Offering
: 27,487,400 H Shares (subject to the Offer
Size Adjustment Option and the
Over-allotment Option)
Number of Hong Kong Offer Shares : 2,748,800 H Shares (subject to reallocation)
Number of International Offer Shares : 24,738,600 H Shares (subject to reallocation,
the Offer Size Adjustment Option and the
Over-allotment Option)
Offer Price : HK$57.97 per H Share, plus brokerage of
1.0%, SFC transaction levy of 0.0027%,
AFRC transaction levy of 0.00015% and
Stock Exchange trading fee of 0.00565%
(payable in full on application in Hong
Kong dollars and subject to refund)
Nominal Value : RMB1.00 per H Share
Stock Code : 6938
Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners,
Joint Lead Managers
Overall Coordinators, Joint Global Coordinators, Joint Bookrunners, Joint Lead Managers
Joint Global Coordinator, Joint Bookrunner, Joint Lead Manager
Joint Bookrunner, Joint Lead Manager
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsib ility for the
contents of this prospectus, make no representation as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss howsoever arising from or in
reliance upon the whole or any part of the contents of this prospectus.
A copy of this prospectus, having attached thereto the documents specified in “Appendix VIII — Documents Delivered to the Registrar of Companies and A vailable on Display”
to this prospectus, has been registered by the Registrar of Companies in Hong Kong as required by section 342C of the Companies (Winding Up and Miscella neous Provisions)
Ordinance (Chapter 32 of the Laws of Hong Kong). The Securities and Futures Commission of Hong Kong and the Registrar of Companies in Hong Kong take no re sponsibility
as to the contents of this prospectus or any other document referred to above.
The Offer Price will be HK$57.97 per Offer Share, unless otherwise announced. Applicants for the Hong Kong Offer Shares may be required to pay (subject to application channels),
on application, the Offer Price of HK$57.97 for each Hong Kong Offer Share together with brokerage fee of 1.0%, SFC transaction levy of 0.0027%, the AFR C transaction levy
of 0.00015% and Hong Kong Stock Exchange trading fee of 0.00565%.
The Overall Coordinators (for themselves and on behalf of the Underwriters) may, where considered appropriate and with our consent, reduce the numbe r of Hong Kong Offer Shares
and/or the Offer Price that stated in this prospectus at any time prior to the morning of the last day for lodging applications under the Hong Kong Public Offering. In such a case,
notices of the reduction in the number of Hong Kong Offer Shares and/or the Offer Price will be published on the websites of the Stock Exchange at www.hkexnews.hk and our
Company at www.ribolia.com as soon as practicable following the decision to make such reduction, and in any event not later than the morning of the last day for lodging
applications under the Hong Kong Public Offering. For more details, see the sections headed “Structure of the Global Offering” and “How to Apply for Ho ng Kong Offer Shares”
in this prospectus.
Prior to making an investment decision, prospective investors should consider carefully all of the information set out in this prospectus, includin g but not limited to the risk factors
set out in the section headed “Risk Factors” in this prospectus.
The obligations of the Hong Kong Underwriters under the Hong Kong Underwriting Agreement to subscribe for, and to procure applicants for the subscrip tion for, the
Hong Kong Offer Shares, are subject to termination by the Joint Sponsors and the Overall Coordinators (for themselves and on behalf of the Hong Kong Und erwriters)
if certain grounds arise prior to 8:00 a.m. on the Listing Date. Such grounds are set out in the section headed “Underwriting — Underwriting Arrangemen ts and Expenses
— Hong Kong Public Offering — Grounds for Termination” in this prospectus.
The Offer Shares have not been and will not be registered under the U.S. Securities Act or any state securities law in the United States and may not be offe red, sold, pledged or
transferred within the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Ac t. The Offer Shares are being offered
and sold (1) solely to QIBs as defined in Rule 144A pursuant to an exemption from registration under the U.S. Securities Act, and (2) outside the United S tates in offshore transactions
in reliance on Regulation S under the U.S. Securities Act.
ATTENTION
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of this prospectus to the p ublic in relation to the
Hong Kong Public Offering.
This prospectus is available at the websites of the Stock Exchange ( www.hkexnews.hk ) and our Company ( www.ribolia.com ). If you require a printed copy of this prospectus,
you may download and print from the website addresses above.
IMPORTANT
December 31, 2025


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IMPORTANT NOTICE TO INVESTORS
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public
Offering. We will not provide printed copies of this prospectus to the public in relation to
the Hong Kong Public Offering.
This prospectus is available at the website of the Stock Exchange at
www.hkexnews.hk under “ HKEXnews > New Listings > New Listing Information ” and our
website at www.ribolia.com. If you require a printed copy of this prospectus, you may
download and print from the website addresses above.
To apply for Hong Kong Offer Shares, you may use one of the following application
channels:
(a) apply online through the White Form eIPO service at www.eipo.com.hk ;o r
(b) apply electronically through the HKSCC EIPO channel and cause HKSCC
Nominees to apply on your behalf by instructing your broker or custodian who is a
HKSCC Participant to give electronic application instructions via HKSCC’s FINI
system to apply for the Hong Kong Offer Shares on your behalf.
We will not provide any physical channels to accept any application for the Hong Kong
Offer Shares by the public. The contents of this prospectus are identical to the prospectus as
registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the
Companies (Winding Up and Miscellaneous Provisions) Ordinance.
IMPORTANT
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If you are an intermediary , broker or agent , please remind your customers, clients or
principals, as applicable, that this prospectus is available online at the website addresses above.
Please refer to “How to Apply for Hong Kong Offer Shares” for further details on the
procedures through which you can apply for the Hong Kong Offer Shares electronically.
Y our application through the White Form eIPO service or the HKSCC EIPO channel
must be for a minimum of 200 Hong Kong Offer Shares and in one of the numbers set out in
the table below.
If you are applying through the White Form eIPO service, you may refer to the table
below for the amount payable for the number of Shares you have selected. Y ou must pay the
respective amount payable on application in full upon application for Hong Kong Offer Shares.
If you are applying through the HKSCC EIPO channel, your broker or custodian may
require you to pre-fund your application in such amount as determined by the broker or
custodian, based on the applicable laws and regulations in Hong Kong. Y ou are responsible for
complying with any such pre-funding requirement imposed by your broker or custodian with
respect to the Hong Kong Offer Shares you applied for.
No. of
Hong Kong
Offer Shares
applied for
Maximum
amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
amount
payable (2) on
application/
successful
allotment
HK$ HK$ HK$ HK$
200 11,710.93 3,000 175,663.89 40,000 2,342,185.10 300,000 17,566,388.24
400 23,421.85 4,000 234,218.51 50,000 2,927,731.38 350,000 20,494,119.61
600 35,132.78 5,000 292,773.14 60,000 3,513,277.65 400,000 23,421,850.98
800 46,843.70 6,000 351,327.76 70,000 4,098,823.92 500,000 29,277,313.73
1,000 58,554.64 7,000 409,882.40 80,000 4,684,370.20 600,000 35,132,776.46
1,200 70,265.55 8,000 468,437.02 90,000 5,269,916.48 700,000 40,988,239.21
1,400 81,976.48 9,000 526,991.65 100,000 5,855,462.75 800,000 46,843,701.95
1,600 93,687.40 10,000 585,546.27 150,000 8,783,194.12 900,000 52,699,164.70
1,800 105,398.34 20,000 1,171,092.55 200,000 11,710,925.49 1,000,000 58,554,627.46
2,000 117,109.25 30,000 1,756,638.83 250,000 14,638,656.87 1,374,400
(1) 80,477,479.97
Notes:
(1) The maximum number of Hong Kong Offer Shares you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, AFRC transaction levy and Stock
Exchange trading fee. If your application is successful, the brokerage will be paid to the Exchange Participants
and the SFC transaction levy, the AFRC transaction levy and the Stock Exchange trading fee will be paid to
the Stock Exchange (in the case of the SFC transaction levy and the AFRC transaction levy, collected by the
Stock Exchange on behalf of the SFC and the AFRC, respectively).
No application for any other number of Hong Kong Offer Shares will be considered and
any such application is liable to be rejected.
IMPORTANT
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Should there be any changes to the dates mentioned in the following expected
timetable of the Hong Kong Public Offering, an announcement will be made and
published on the website of the Stock Exchange at www.hkexnews.hk and our website at
www.ribolia.com of the revised timetable.
Hong Kong Public Offering commences .............................. .9:00 a.m. on
Wednesday, December 31, 2025
Latest time for completing electronic applications under
the White Form eIPO service through the designated
website at www.eipo.com.hk (2) ................................... 1 1:30 a.m. on
Tuesday, January 6, 2026
Application lists open (3) .......................................... 1 1:45 a.m. on
Tuesday, January 6, 2026
Latest time for (a) completing payment for
White Form eIPO applications by effecting
internet banking transfer(s) or PPS payment
transfer(s) and (b) giving electronic application
instructions to HKSCC
(4) ..................................... .12:00 noon on
Tuesday, January 6, 2026
If you are instructing your broker or custodian who is a HKSCC Participant to apply for
Hong Kong Offer Shares on your behalf by giving electronic application instruction to HKSCC
via HKSCC EIPO channel, you are advised to contact your broker or custodian for the latest
time for giving such instructions, which may be different from the latest time as stated above.
Application lists close
(3) ........................................ .12:00 noon on
Tuesday, January 6, 2026
Announcement of the level of indications of interest in
the International Offering, the level of applications in
the Hong Kong Public Offering and the basis of
allocation of the Hong Kong Offer Shares to be
published on the website of the Stock Exchange
at www.hkexnews.hk and our website
at www.ribolia.com (5) .......................................... n o later than
11:00 p.m. on
Thursday, January 8, 2026
EXPECTED TIMETABLE (1)
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Results of allocation in the Hong Kong Public Offering to be available through a variety
of channels as described in “How to Apply for Hong Kong Offer Shares — B. Publication of
Results,” including through:
(1) the designated results of allocation website
at www.iporesults.com.hk
(alternatively: www.eipo.com.hk/eIPOAllotment )
with a “search by ID” function from ........................ 1 1:00 p.m. on
Thursday, January 8, 2026 to
12:00 midnight on
Wednesday, January 14, 2026
(2) the allocation results telephone enquiry line
by calling +852 2862 8555 between 9:00 a.m.
and 6:00 p.m. on ............................... Friday, January 9, 2026,
Monday, January 12, 2026,
Tuesday, January 13, 2026
and Wednesday, January 14, 2026
H Share certificates in respect of wholly or partially
successful applications to be dispatched or
deposited into CCASS on or before
(6)(7) ................. .Thursday, January 8, 2026
White Form e-Refund payment instructions or
refund checks in respect of wholly or
partially unsuccessful applications
(or wholly successful applications, if applicable)
to be dispatched on or before
(8) .......................... .Friday, January 9, 2026
Dealings in H Shares on the Stock Exchange to
commence at ................................................. .9:00 a.m. on
Friday, January 9, 2026
Notes:
(1) All dates and times refer to Hong Kong local dates and times.
(2) Y ou will not be permitted to submit your application under the White Form eIPO service through the
designated website at www.eipo.com.hk after 11:30 a.m. on the last day for submitting applications. If you
have already submitted your application and obtained an application reference number from the designated
website prior to 11:30 a.m., you will be permitted to continue the application process (by completing payment
of application monies) until 12:00 noon on the last day for submitting applications, when the application lists
close.
(3) If there is/are a tropical cyclone warning signal number 8 or above, a “black” rainstorm warning signal and/or
Extreme Conditions in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Tuesday,
January 6, 2026, the application lists will not open or close on that day. See “How to Apply for Hong Kong
Offer Shares — E. Severe Weather Arrangements.”
EXPECTED TIMETABLE (1)
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(4) Applicants who apply for the Hong Kong Offer Shares by giving electronic application instructions to HKSCC
via HKSCC’s FINI system should refer to “How to Apply for Hong Kong Offer Shares — A. Application for
Hong Kong Offer Shares — 2. Application Channels” for details.
(5) None of the websites or any of the information contained on the websites forms part of this prospectus.
(6) Applicants being individuals who are eligible for personal collection must not authorize any other person to
collect on their behalf. Applicants being corporations which is eligible for personal collection must attend by
their respective authorized representative bearing a letter of authorization from the corporation stamped with
the corporation’s chop. Evidence of identity acceptable to the H Share Registrar, must be produced at the time
of collection. Uncollected H Share certificate(s) will be sent to the addresses specified in the relevant
application instructions by ordinary post at the applicants’ own risk. See “How to Apply for Hong Kong Offer
Shares — D. Dispatch/Collection of H Share Certificates and Refund of Application Monies.”
(7) The H Share certificates will only become valid evidence of title at 8:00 a.m. on the Listing Date, which is
expected to be Friday, January 9, 2026, provided that the Global Offering has become unconditional in all
respects and the right of termination described in “Underwriting — Underwriting Arrangements and Expenses
— Hong Kong Public Offering — Grounds for Termination” has not been exercised. Investors who trade H
Shares prior to the receipt of H Share certificates or prior to the H Share certificates becoming valid evidence
of title do so entirely at their own risk.
(8) White Form e-Refund payment instructions or refund checks will be issued in respect of wholly or partially
unsuccessful applications pursuant to the Hong Kong Public Offering. Part of the applicant’s Hong Kong
identity card number, national identification document number or passport number, or, if the application is
made by joint applicants, part of the Hong Kong identity card number, national identification document
number or passport number of the first-named applicant, provided by the applicant(s) may be printed on the
refund check, if any. Such data would also be transferred to a third party for refund purposes. Banks may
require verification of an applicant’s Hong Kong identity card number, national identification document
number or passport number before encashment of the refund check. Inaccurate completion of an applicant’s
Hong Kong identity card number, national identification document number or passport number may invalidate
or delay encashment of the refund check.
The above expected timetable is a summary only. For details of the structure of the Global
Offering, including its conditions, and the procedures for applications for Hong Kong Offer
Shares, see “Structure of the Global Offering” and “How to Apply for Hong Kong Offer
Shares,” respectively.
If the Global Offering does not become unconditional or is terminated in accordance with
its terms, the Global Offering will not proceed. In such a case, our Company will make an
announcement as soon as practicable thereafter.
EXPECTED TIMETABLE (1)
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IMPORTANT NOTICE TO INVESTORS
This prospectus is issued by us solely in connection with the Hong Kong Public
Offering and the Hong Kong Offer Shares and does not constitute an offer to sell or
a solicitation of an offer to buy any security other than the Hong Kong Offer Shares
offered by this prospectus pursuant to the Hong Kong Public Offering. This prospectus
may not be used for the purpose of, and does not constitute, an offer or a solicitation
of an offer to subscribe for or buy, any security in any other jurisdiction or in any other
circumstances. No action has been taken to permit a public offering of the Hong Kong
Offer Shares or the distribution of this prospectus in any jurisdiction other than Hong
Kong. The distribution of this prospectus and the offering and sale of the Hong Kong
Offer Shares in other jurisdictions are subject to restrictions and may not be made
except as permitted under the applicable securities laws of such jurisdictions pursuant
to registration with or authorization by the relevant securities regulatory authorities or
an exemption therefrom.
Y ou should rely only on the information contained in this prospectus to make your
investment decision. We have not authorized anyone to provide you with information
that is different from what is contained in this prospectus. Any information or
representation not made in this prospectus must not be relied on by you as having been
authorized by us, the Joint Sponsors, the Overall Coordinators, the Joint Global
Coordinators, and the Joint Lead Managers, any of the Underwriters, any of our or
their respective directors, officers or representatives, or any other person or party
involved in the Global Offering.
EXPECTED TIMETABLE ............................................ i v
CONTENTS ....................................................... v i i
SUMMARY ....................................................... 1
DEFINITIONS ..................................................... 2 5
GLOSSARY OF TECHNICAL TERMS ................................. 4 1
FORW ARD-LOOKING STATEMENTS ................................. 4 8
RISK FACTORS ................................................... 5 0
W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES
AND EXEMPTION FROM STRICT COMPLIANCE WITH THE
COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS)
ORDINANCE .................................................... 1 1 3
CONTENTS
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INFORMATION ABOUT THIS PROSPECTUS AND
THE GLOBAL OFFERING ......................................... 1 2 2
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN
THE GLOBAL OFFERING ......................................... 1 2 8
CORPORATE INFORMATION ....................................... 1 3 8
INDUSTRY OVERVIEW ............................................. 1 4 0
REGULATORY OVERVIEW ......................................... 1 7 2
HISTORY AND CORPORATE STRUCTURE ............................ 2 1 4
BUSINESS ........................................................ 2 6 2
RELATIONSHIP WITH OUR SINGLE LARGEST GROUP OF
SHAREHOLDERS ................................................ 3 7 9
SHARE CAPITAL .................................................. 3 8 4
SUBSTANTIAL SHAREHOLDERS ..................................... 3 9 1
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT .............. 3 9 5
FINANCIAL INFORMATION ......................................... 4 2 2
CORNERSTONE INVESTORS ........................................ 4 6 6
FUTURE PLANS AND USE OF PROCEEDS ............................. 4 7 8
UNDERWRITING .................................................. 4 8 0
STRUCTURE OF THE GLOBAL OFFERING ............................ 4 9 5
HOW TO APPLY FOR HONG KONG OFFER SHARES ................... 5 0 6
APPENDIX I — ACCOUNTANTS’ REPORT ...................... I - 1
APPENDIX II — UNAUDITED PRO FORMA FINANCIAL
INFORMATION .............................. II-1
APPENDIX III — TAXATION AND FOREIGN EXCHANGE .......... III-1
APPENDIX IV — V ALUATION REPORT .......................... I V - 1
CONTENTS
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APPENDIX V — SUMMARY OF PRINCIPAL LA WS AND
REGULATIONS .............................. V - 1
APPENDIX VI — SUMMARY OF ARTICLES OF ASSOCIATION ...... VI-1
APPENDIX VII — STATUTORY AND GENERAL INFORMATION ...... VII-1
APPENDIX VIII — DOCUMENTS DELIVERED TO THE REGISTRAR
OF COMPANIES AND A V AILABLE ON DISPLAY . . VIII-1
CONTENTS
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This summary aims to give you an overview of the information contained in this
prospectus. As it is a summary, it does not contain all the information that may be
important to you and is qualified in its entirety by, and should be read in conjunction
with, the full prospectus. Y ou should read the whole prospectus before you decide to
invest in the Offer Shares. There are risks associated with any investment. Some of the
particular risks in investing in the Offer Shares are set forth in the section headed
“Risk Factors” of this prospectus. Y ou should read that section carefully before you
decide to invest in the Offer Shares. In particular, we are a biotechnology company
seeking to list on the Main Board of the Stock Exchange under Chapter 18A of the
Listing Rules as we do not meet the requirements under Rules 8.05(1), (2) or (3) of the
Listing Rules. There are unique challenges, risks and uncertainties associated with
investing in companies like ours. In addition, we have designated RBD4059 as our
“Core Product” to satisfy the eligibility requirements under Chapter 18A of the Listing
Rules and Chapter 2.3 of the Guide for New Listing Applicants. We may continue to
incur substantial costs and expenses in relation to the R&D activities for the Core
Product, and our Core Product may not be successfully developed or marketed. Y our
investment decision should be made in light of these considerations.
OVERVIEW
Founded in 2007, we are a biopharmaceutical company engaged in oligonucleotide
research and development, with a focus on siRNA therapeutics. We have one Core Product,
RBD4059 (FXI-targeting siRNA), targeting thrombotic diseases, among a pipeline of seven
in-house discovered drug assets in clinical trials for seven indications across cardiovascular,
metabolic, renal and liver diseases, including four in phase 2 clinical trials.
WE MAY NOT BE ABLE TO SUCCESSFULLY DEVELOP, MARKET AND/OR
GENERATE MEANINGFUL ECONOMIC V ALUE FROM OUR PIPELINE PRODUCTS,
INCLUDING OUR CORE PRODUCT RBD4059.
OUR PIPELINE
The pipeline chart below summarizes the development status of our clinical-stage drug
candidates and selected preclinical assets. All drug candidates listed in this pipeline chart were
discovered internally by our research and development team. Leveraging our RiboGalSTAR
TM
platform equipped with proprietary and clinically validated GalNAc delivery technology, we
have consistently advanced siRNA programs in-house from discovery through clinical
development across cardiovascular, metabolic, renal and liver diseases. For details, see
“Business — Research and Development.”
SUMMARY
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Preclinical IND-Enabling Phase I Phase II Phase III Commercial Rights Jurisdictions*
Global
Global
Global (ex-China)1
Global
Global
Global
Global
Global
Global
Global
Therapeutic Area Compound Indication
Cardiovascular,
Metabolic and
Renal Diseases
FXI Thrombotic Diseases
APOC3 Hypertriglyceridemia
RBD7022 PCSK9 Hypercholesterolemia
RBD7007 C5 Renal Diseases 2
RBD2080 C3 Renal Diseases 2
RBD1119 Thrombosis-
related Factor Thrombotic Diseases
SR122 Lipid Lowering Dyslipidemia
RBD3103 Anti-renal Injury Renal Diseases
Liver Diseases HBV-X
CHB
CHD
Core Product
RBD4059
RBD5044
RBD1016
3
4
5
6
EU, China, U.S.
EU, U.S.
EU, China, U.S.
EU, China, U.S.
EU, China, U.S.
N/A
N/A
EU, China, U.S.
EU, China, U.S.
EU, China, U.S.
Target/MoA
GlobalOther Therapeutic
Areas RBD8088 Conjugated
Anti-tumor Agent Glioma N/A
Notes:
* Key jurisdictions in which the drug candidates are being developed and/or planned to be commercialized. Preclinical assets are not yet assigned spe cific jurisdictions and are
instead marked “N/A” given their early development stage.
1. In December 2023, we granted Qilu Pharmaceutical Co., Ltd. (“Qilu Pharmaceutical”) exclusive rights to develop, manufacture, and commercialize RBD7022 in mainland China,
Hong Kong, and Macau. See “Business — Licensing and Collaboration Arrangements — License and Collaboration Agreement with Qilu Pharmaceutical.”
Subject to regulatory communications and emerging clinical data, we plan to initiate clinical trials in the EU to evaluate RBD7022 in combination wit h our other siRNA drug
candidates targeting dyslipidemia.
2. RBD7007 and RBD2080 are also under investigation as a potential treatment for autoimmune diseases.
3. As of the Latest Practicable Date, all patients in RBD4059’s phase 2a trial for coronary artery disease in Sweden had completed treatment and were in the safety follow-up period.
4. RBD5044’s CTA to the EMA for phase 2 trial was approved in October 2024. This phase 2 trial was initiated in Sweden in January 2025 in patients with mixe d dyslipidemia.
5. We have completed RBD1016’s phase 2 global MRCT for treating CHB, with the last patient’s final visit achieved in October 2025, and are currently fin alizing data analysis
for this trial. Subject to regulatory communications and emerging clinical data, we plan to advance RBD1016’s clinical development in China in colla boration with external
partners to actively investigate its therapeutic potential, including in combination regimens with other hepatitis B therapies such as vaccines.
6. RBD1016’s phase 2a trial for treating CHD was commenced in Sweden in August 2024 and is expected to be completed by the end of 2026.
SUMMARY
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Besides our Core Product RBD4059, we are advancing other clinical-stage products,
including RBD5044 and RBD1016. RBD5044 is the second siRNA globally to enter clinical
development that targets APOC3, a protein that plays a role in lipid metabolism. RBD1016,
with its effect on HBsAg, targets to achieve functional cure of CHB, while being a
differentiated siRNA candidate for CHD. Beyond our clinical pipeline, we maintain over 20
preclinical programs that we aim to advance into clinical development.
We are actively advancing our drug pipeline in each key therapeutic area:
 Cardiovascular, metabolic and renal diseases. Cardiovascular, metabolic and renal
diseases are chronic conditions affecting vast patient populations worldwide. These
interconnected diseases involve multiple organs and systems, with the liver serving
as a key metabolic hub in their development and progression. Given the liver’s
central role in regulating many disease pathways, our liver-targeting pipeline,
powered by our proprietary RiboGalSTAR
TM delivery technology, offers a treatment
approach to these widespread conditions.
We are developing a comprehensive siRNA franchise for the treatment of thrombosis
and dyslipidemia, represented by our Core Product RBD4059 and two other pipeline
assets, RBD5044 and RBD7022, all currently in phase 2 clinical trials. Leveraging
three targets, namely FXI, APOC3 and PCSK9, our drug franchise provides a
multi-pronged approach to treating these complex diseases with synergistic
potential.
RBD4059 (FXI-targeting siRNA), our Core Product, is a clinical-stage siRNA drug
that targets thrombotic diseases. Thrombotic diseases have emerged as one of the
leading causes of death worldwide, claiming over 10 million lives each year. By
selectively inhibiting FXI, RBD4059 can potentially reduce the risk of thrombus
formation without significantly increasing bleeding risks, a common limitation of
traditional anticoagulants, while providing long-lasting effects with infrequent
dosing to improve patient compliance. Taken together, RBD4059 represents a
therapeutic option to treat and prevent thrombosis associated with atherosclerotic
cardiovascular disease (“ASCVD”) and other conditions associated with abnormal
clot formation, such as atrial fibrillation, cancer-associated thrombosis, and venous
thromboembolism.
We completed RBD4059’s phase 1 trial in Australia in healthy subjects in October
2024 and obtained the EMA ’s CTA approval in May 2024, pursuant to which we
initiated RBD4059’s phase 2a clinical trial in Sweden in August 2024. All patients
in this phase 2a trial have completed treatment and are currently in the safety
follow-up period. See “Business — Our Pipeline — Cardiovascular, Metabolic and
Renal Diseases — RBD4059” for details.
SUMMARY
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Meanwhile, RBD5044 (APOC3-targeting siRNA) and RBD7022 (PCSK9-targeting
siRNA) are two assets designed for the treatment of hypertriglyceridemia (“HTG”)
and hypercholesterolemia, respectively — two common forms of dyslipidemia that
significantly contribute to cardiovascular and metabolic diseases. Strategically,
RBD5044 and RBD7022 serve as complementary monotherapies within our broader
dyslipidemia portfolio. While each addresses distinct aspects of dyslipidemia
independently, their combined use offers the potential for enhanced lipid
management by addressing both elevated triglycerides and cholesterol levels.
We have completed RBD5044’s phase 1 trial in Australia and submitted a CTA to
EMA for RBD5044’s phase 2 trial, which was approved in October 2024. This phase
2 trial is currently ongoing in Sweden in patients with mixed dyslipidemia. We
obtained an IND approval from the NMPA for RBD7022 in September 2022 and
completed the phase 1 trial of RBD7022 in March 2025 in China. See “Business —
Our Pipeline — Cardiovascular, Metabolic and Renal Diseases — RBD5044” and
“Business — Our Pipeline — Cardiovascular, Metabolic and Renal Diseases —
RBD7022” for details.
Cardiometabolic diseases have a well-established association with renal disorders,
wherein inflammation and autoimmunity play pivotal roles. To address these
interrelated pathologies, we have established a complement factor pipeline to target
various renal and autoimmune diseases. Dysfunctions in the complement system can
lead to tissue damage and inflammation, contributing to complement-mediated renal
and autoimmune conditions such as IgA nephropathy (“IgAN”). Our GalNAc-
conjugated siRNA candidates RBD7007 and RBD2080 are engineered to
specifically target complement proteins in liver cells — the primary site of their
production. This approach effectively reduces the levels of these complement
proteins at their source and in circulation.
We obtained the CTA approval from the EMA in September 2024 to initiate
RBD7007’s phase 1 clinical trial. For RBD2080, we received the TGA ’s
acknowledgment of our clinical trial notification in February 2025. See “Business —
Our Pipeline — Cardiovascular, Metabolic and Renal Diseases — RBD7007 and
RBD2080” for details.
 Liver diseases. Despite medical advances, the treatment of liver diseases remains
challenging. The inability of traditional treatments to target intracellular pathways
within liver cells, coupled with severe side effects from systemic exposure, has left
unmet need in the treatment of liver diseases and their complications, which account
for approximately two million deaths annually. Our liver-targeted RiboGalSTAR
TM
delivery technology is designed to enable siRNA therapies to leverage intracellular
pathways which were previously considered undruggable.
SUMMARY
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--- page 15 ---
Our liver disease strategy concentrates on two therapeutic areas with medical needs:
chronic viral hepatitis, including chronic hepatitis B (“CHB”) and chronic hepatitis
D (“CHD”), and metabolic dysfunction-associated steatohepatitis (“MASH”),
particularly advanced diseases.
Our liver disease pipeline is led by RBD1016 , an siRNA candidate in global clinical
development for patients with chronic hepatitis B Virus (“HBV”) infection,
including those with hepatitis D virus (“HDV”) co-infection. Current antiviral
therapies, primarily interferons and nucleoside analogs, are limited with no effective
functional cure. With our liver-targeted RiboGalSTAR
TM delivery technology,
RBD1016 represents a therapeutic opportunity for CHB due to its differentiated
intracellular mechanism of action that potentially exerts multiple antiviral effects,
particularly the suppression of HBsAg, which is known to cause adverse CHB-
associated liver complications. RBD1016, with its potent and durable effect on
HBsAg, is positioned as a backbone therapy in future combination approaches to
achieve functional cure of CHB, and a differentiated siRNA candidate for CHD.
For MASH, we focus on advanced disease stages, where our RiboGalSTAR
TM
delivery technology can potentially address the lack of effective therapeutics for
fibrosis and inflammation — conditions where systemic treatments not only lack
efficacy but can lead to serious side effects. This approach is exemplified by our
strategic collaboration with Boehringer Ingelheim to develop siRNA drugs targeting
multiple novel disease pathways for the treatment of MASH.
We have completed RBD1016’s phase 2 global MRCT in CHB patients, with the last
patient’s final visit achieved in October 2025, and are currently finalizing data
analysis for this trial. We received IND approval from the NMPA in October 2024,
which enables us to potentially expand RBD1016’s clinical trials for CHB into
China. We also commenced a phase 2a trial in Sweden in August 2024 to further
explore the therapeutic potential of RBD1016 for treating CHD, with trial
completion expected by the end of 2026. See “Business — Our Pipeline — Liver
Diseases — RBD1016” for details.
 Other therapeutic areas . We are also developing drug candidates for hereditary
angioedema (“HAE”) and inflammatory diseases based on our RiboGalSTAR
TM
delivery technology. We currently have over 20 other preclinical assets in our
pipeline, including multiple siRNA candidates derived from RiboPepSTAR
TM, our
proprietary platform being developed to target extra-hepatic organs and tissues like
the kidney, CNS, and metabolic tissues such as adipocytes and muscles. Meanwhile,
we have one drug candidate in IND-enabling studies for the treatment of glioma,
leveraging RiboOncoSTAR
TM, our proprietary oncology-focused technology
platform. We believe the agility of our technology platforms presents broad clinical
potential, with the capability to advance two to four assets into clinical stage each
year.
WE MAY NOT BE ABLE TO SUCCESSFULLY DEVELOP AND/OR MARKET
OUR CORE PRODUCT, OR ANY OF OUR DRUG CANDIDATES.
SUMMARY
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--- page 16 ---
OUR COMPETITIVE STRENGTHS
We believe the following competitive strengths have differentiated us from our
competitors: (i) we are a biopharmaceutical company engaged in oligonucleotide research and
development, with a focus on siRNA therapeutics, (ii) our end-to-end oligonucleotide
therapeutics development and innovation capabilities, (iii) RBD4059, our Core Product, is a
clinical-stage siRNA drug addressing a broad patient population in thrombotic diseases, (iv) we
have differentiated clinical-stage pipeline candidates targeting major diseases worldwide, (v)
we have forged global partnerships on platform and asset level, and (vi) we are led by a
seasoned management team with proven track record. For details, see “Business — Our
Competitive Strengths.”
OUR BUSINESS STRATEGIES
We intend to capitalize on our competitive strengths by pursuing the following
development strategies: (i) accelerate the global development and commercialization of lead
drug candidates, (ii) lead the development of extra-hepatic oligonucleotide drug development
and enhance CMC and manufacturing capabilities, (iii) expand and solidify our intellectual
property portfolio to protect long-term innovation, (iv) actively seek collaboration
opportunities with world-class partners to maximize the clinical and commercial value of our
drug assets and platforms, and (v) cultivate an innovation-driven and inclusive corporate
culture to build a globally leading biopharmaceutical company. For details, see “Business —
Our Business Strategies.”
OUR TECHNOLOGY PLATFORMS
We have established proprietary technology platforms that encompass all key aspects of
oligonucleotide drug development, from drug delivery, chemical modification, multi-target
drug design, to model-informed drug development and manufacturing. This integrated and
scalable approach is validated by our pipeline of oligonucleotide drug candidates, and
continues to drive innovation and efficiency in our drug development process. For details, see
“Business — Our Technology Platforms.”
RESEARCH AND DEVELOPMENT
We believe research and development is critical to our future growth and our ability to
remain competitive in the global biopharmaceutical market. Our in-house R&D capabilities,
built on our clinically validated proprietary technology platforms, give us control and visibility
over our R&D process, and enable us to ensure the quality and efficiency of our drug
development programs. We conduct our research and development activities primarily through
our in-house R&D team, and engage CROs from time to time to support our preclinical
research and clinical trials. In addition, we have established, and will continue to pursue,
strategic partnerships to accelerate the development of our pipeline across key global markets,
expand our global clinical development capabilities, and fuel our future innovation and
long-term growth. As of June 30, 2025, our in-house R&D team consisted of 272 members,
primarily located in PRC and Sweden. Approximately 33.1% and 13.6% of these R&D team
members held master and doctoral degrees, respectively, mainly in pharmaceutical science,
biology, chemistry, and medicine. As of the same date, approximately 75% of our R&D team
members had prior working experience in the pharmaceutical industry.
SUMMARY
–6–


--- page 17 ---
As of the Latest Practicable Date, our R&D activities were primarily conducted in China
and Sweden. In China, we have established two R&D centers in Beijing and Suzhou. Our
Beijing R&D center is home to our proprietary technology platforms and research laboratories
equipped with advanced equipment to support our drug discovery, preclinical and clinical
research needs. Our Suzhou R&D center mainly houses our medical chemistry, CMC
development and manufacturing team.
In addition to our China-based R&D centers, we also conduct R&D activities in Sweden
through Ribocure AB. To enhance our global clinical execution capabilities, we have set up an
international CTU, Ribocure Clinic, in Mölndal, Sweden to specialize in the execution of phase
2 clinical trials across cardiovascular, liver, lung, renal and other disease areas. Ribocure Clinic
has obtained the approval from the Swedish Medicines Agency to conduct clinical studies.
Currently, Ribocure AB conducts all our ongoing clinical studies in Europe, including two
ongoing phase 2 trials run independently by our CTU currently with the capacity to enroll over
100 patients.
For the years ended December 31, 2023 and 2024 and the six months ended June 30, 2024
and 2025, our research and development expenses were RMB315.8 million, RMB280.4
million, RMB134.8 million and RMB129.1 million, respectively. We expect that our research
and development expenses will increase in line with the future growth of our business. For the
years ended December 31, 2023 and 2024 and the six months ended June 30, 2024 and 2025,
research and development expenses incurred for our Core Product were RMB60.2 million,
RMB34.5 million, RMB16.9 million and RMB33.4 million, respectively, which accounted for
(i) 19.1%, 12.3%, 12.5% and 25.9% of our total research and development expenses, and (ii)
15.2%, 9.2%, 9.7% and 18.4% of our operating expenses (which equals the sum of research and
development expenses, administrative expenses and selling and distribution expenses), for the
respective years/periods. During the Track Record Period, the aggregate research and
development expenses we incurred for the Core Product amounted to RMB128.1 million,
representing 17.7% of our total research and development expenses during the same period,
which constituted the largest proportion among all our pipeline candidates and demonstrates
our primary engagement in R&D for the purpose of developing the Core Product in accordance
with Chapter 2.3 of the Guide for New Listing Applicants.
The decrease in research and development expenses incurred for our Core Product in 2024
compared to 2023 reflects natural variability in R&D spending in the clinical development
process, especially as RBD4059 transitioned between phase 1 and phase 2a trials. During the
second and third quarters of 2024, we focused on completing RBD4059’s phase 1 trial (with
the last patient enrolled in April 2024) while preparing for the phase 2a trial, including
engaging in communications with the EMA to finalize the phase 2a trial protocol, obtaining
regulatory approval, and conducting preparatory work prior to trial commencement. This trial
transition led to slower patient enrollment and consequently reduced research and development
expenses during the same period. The increase in research and development expenses incurred
for our Core Product for the six months ended June 30, 2025 compared to the six months ended
June 30, 2024 primarily resulted from the accelerated advancement of RBD4059’s phase 2a
trial, with 15 patients enrolled in the first half of 2025 — almost double the enrollment in the
SUMMARY
–7–


--- page 18 ---
same period of 2024. Research and development expenses for RBD4059 are anticipated to rise
and represent a larger share of our total R&D spending in the foreseeable future, as the Core
Product progresses into more advanced clinical phases.
For details, see “Business — Research and Development.”
LICENSING AND COLLABORATION ARRANGEMENTS
Set forth below is a summary of our key license and collaboration agreements. For details,
see “Business — Licensing and Collaboration Arrangements.”
License and Collaboration Agreement with Qilu Pharmaceutical
Qilu Pharmaceutical is a leading pharmaceutical company in China dedicated to the R&D,
production and distribution of innovative drugs, committed to delivering high-quality and
affordable healthcare solutions worldwide.
On December 15, 2023, we entered into a license and collaboration agreement with Qilu
Pharmaceutical, as further amended on June 12, 2024, pursuant to which we granted Qilu
Pharmaceutical (i) an exclusive, royalty-bearing, sub-licensable, transferable license under
certain patents and know-how related to RBD7022 and pharmaceutical products comprising
RBD7022 (the “RBD7022 Products”) owned or controlled by us to develop, manufacture and
commercialize RBD7022 and RBD7022 Products in mainland China, Hong Kong and Macau
(the “Territory”) for treatment, prevention and diagnosis of all human diseases, and (ii) a
non-exclusive, royalty-bearing, sub-licensable, transferable license under certain patents and
know-how of our RiboGalSTAR
TM and RSC platform technologies to develop, manufacture
and commercialize RBD7022 and RBD7022 Products in the Territory for treatment, prevention
and diagnosis of all human diseases. We retain the full rights to develop, manufacture and
commercialize RBD7022 and RBD7022 Products outside the Territory. For details, see
“Business — Licensing and Collaboration Arrangements — License and Collaboration
Agreement with Qilu Pharmaceutical.”
Our license and collaboration agreement with Qilu Pharmaceutical would not have
adverse impact on our Core Product or other drug candidates, considering that: (i) the exclusive
license granted to Qilu Pharmaceutical covers only the patents and know-how specifically
related to RBD7022 and RBD7022 Products. While the agreement provides for “treatment,
prevention and diagnosis of all human diseases,” RBD7022’s therapeutic scope is inherently
limited as it specifically targets PCSK9 to regulate cholesterol metabolism through RNA
interference technology; and (ii) the license allowing Qilu Pharmaceutical to utilize the patents
and know-how of our RiboGalSTAR
TM and RSC platform technologies is non-exclusive and
does not prevent us from utilizing these technologies for the development of our Core Product
and other drug candidates.
SUMMARY
–8–


--- page 19 ---
Collaboration and License Agreement with Boehringer Ingelheim
Boehringer Ingelheim is a globally renowned pharmaceutical company headquartered in
Germany, focused on researching, developing and manufacturing innovative medicines for
humans and animals.
On December 22, 2023, we entered into a collaboration and license agreement with
Boehringer Ingelheim, as may be amended from time to time. Through this collaboration,
Boehringer Ingelheim and we aim to utilize our proprietary RiboGalSTAR
TM technology to
identify compounds for multiple targets, leveraging our industry-leading expertise in the field
of GalNAc-conjugated siRNAs. In connection with the collaboration, we have granted to
Boehringer Ingelheim, on a target-by-target basis, an exclusive license under certain
intellectual property controlled by us or our affiliates (“Licensed Technology”), including
intellectual properties relating to our GalNAc platform and siRNA modification platform, to
exploit the identified compounds and products worldwide. For details, see “Business —
Licensing and Collaboration Arrangements — Collaboration and License Agreement with
Boehringer Ingelheim to Jointly Progress Potential First-in-Class siRNAs Utilizing
RiboGalSTAR
TM Technology.”
Our license and collaboration agreement with Boehringer Ingelheim would not have
adverse impact on our Core Product or other drug candidates, as the license granted to
Boehringer Ingelheim is limited to exploiting only the specific compounds and products
identified under the agreement. We retain full ownership of the Licensed Technology, and are
entitled to use the Licensed Technology for all purposes, without restrictions, outside the scope
of the granted license, including to develop and exploit any compounds and products other than
those specifically identified by Boehringer Ingelheim under this collaboration.
MANUFACTURING
To date, our manufacturing activities are primarily limited to supporting our drug
development process. We also engaged industry-recognized CDMOs to supplement our
in-house capacity so as to enhance efficiency and reduce operational costs.
We have established one cGMP-compliant manufacturing facility in Kunshan, Jiangsu
province, China, and adhere to the requirements under the cGMP standards and other
applicable regulations and guidelines in China, Europe, the U.S. and other relevant
jurisdictions in our drug manufacturing process. This manufacturing facility has a total floor
area of over 2,100 square meters, including approximately 1,100 square meters equipped with
oligonucleotide drug substance manufacturing capabilities. We currently have GMP-compliant
manufacturing line with an annual capacity of around 5 kg of drug substance, which can fully
support our current clinical development plan. It is one of the few oligonucleotide drug
substance manufacturing facilities in China that have passed the qualified person audits of the
EU. In addition, our manufacturing facility in Tianjin, China, operated through our subsidiary
Azemidite, is responsible for the production of phosphoramidite and nucleoside products, the
key components in the synthesis of nucleotide strands.
SUMMARY
–9–


--- page 20 ---
We currently outsource certain manufacturing activities, primarily the formulation
production, to industry recognized CDMOs in China. We intend to continue to collaborate with
CDMOs in the near term, as we believe it is cost-effective and efficient to engage CDMOs for
certain manufacturing activities and enables us to focus on, and allocate our resources to, the
discovery and clinical development of our candidates.
For details, see “Business — Manufacturing.”
INTELLECTUAL PROPERTY
We are committed to the development and protection of our intellectual properties. We
have a global portfolio of patents to protect our drug candidates and technologies. As of the
Latest Practicable Date, we owned 255 patents, including 62 issued patents in China, 65 issued
patents in Europe, 18 issued patents in the U.S., 110 issued patents in other jurisdictions, as
well as 218 patent applications, including 76 in China, 17 in Europe, 19 in the U.S., 21 under
the Patent Cooperation Treaty (PCT), and 85 in other jurisdictions. As of the Latest Practicable
Date, with respect to our Core Product (RBD4059), we owned nine patents, including one
issued patent in China, one issued patent in the U.S., and seven issued patents in other
jurisdictions, as well as 14 patent applications, including one in China, one in Europe, one in
the U.S., and 11 in other jurisdictions. With respect to RBD5044 and RBD1016, our two other
lead clinical-stage products, we owned 26 patents, including two issued patent in China, 10
issued patents in Europe, one issued patent in the U.S., and 13 issued patents in other
jurisdictions, as well as 26 patent applications, including two in China, two in Europe, two in
the U.S., and 20 in other jurisdictions. These patents and patent applications owned by us cover
material aspects of our Core Product and the respective clinical-stage products.
SUPPLIERS AND PROCUREMENT
During the Track Record Period, our suppliers primarily consisted of (i) CROs and
CDMOs, and (ii) suppliers of raw materials and consumables for our drug development. For
the years ended December 31, 2023 and 2024 and the six months ended June 30, 2025, our
purchases from our five largest suppliers in each year/period amounted to RMB64.6 million,
RMB45.4 million and RMB17.2 million, accounting for 52.9%, 45.4% and 42.0% of our total
purchases for the same year/period, respectively, and our purchases from our largest supplier
for each year/period amounted to RMB35.3 million, RMB20.2 million and RMB4.7 million,
accounting for 28.9%, 20.2% and 11.5% of our total purchases for the same year/period,
respectively. For details, see “Business — Suppliers and Procurement.”
SUMMARY
–1 0–


--- page 21 ---
COMPETITION
The oligonucleotide drug industry is evolving with increasing competition. While we
believe the strength of our pipeline, technology platforms and R&D capabilities gives us
competitive advantages, we face potential competition from many industry players, including
MNCs and leading biotechnology companies, who have commercialized, or are pursuing the
development of, oligonucleotide drugs, in particular siRNA drugs, that are similar to ours or
target the same indications. Any oligonucleotide drug candidates that we successfully develop
and commercialize will compete both with approved drugs and with any new drugs that may
become available in the future. Our competitors may have substantially greater financial,
technical, and other resources than we do, such as those with larger research and development
staff and established marketing and manufacturing infrastructure. Collaborations, mergers and
acquisitions in the biopharmaceutical industry may result in even more resources being
concentrated in our competitors. As a result, these companies may be able to advance their drug
candidates and obtain regulatory approval from the regulatory authorities more rapidly than we
do, and become more effective in selling and marketing their products. For further details on
market opportunities and competition in respect of our drug candidates, see “— Our Pipeline”
and “Industry Overview.”
SUMMARY OF KEY FINANCIAL INFORMATION
The summary of the key financial information set forth below have been derived from and
should be read in conjunction with our consolidated financial statements, including the
accompanying notes, set forth in the Accountants’ Report in Appendix I to this prospectus, as
well as the information set forth in the section headed “Financial Information.”
SUMMARY
–1 1–


--- page 22 ---
Summary of Consolidated Statements of Profit or Loss
The following table sets forth a summary of our consolidated statements of profit or loss
and other comprehensive income for the periods indicated:
For the year ended
December 31,
For the six months ended
June 30,
2023 2024 2024 2025
(RMB’000) (RMB’000) (RMB’000) (RMB’000)
(unaudited)
Revenues /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844 142,627 66,305 103,813
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(24) (11,903) (2,110) (6,591)
Gross Profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 130,724 64,195 97,222
Other income and gains /H1118/H1118/H1118/H1118/H1118/H111831,066 21,686 3,548 7,209
Research and development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(315,763) (280,370) (134,775) (129,142)
Selling and distribution
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(339) (979) (555) (565)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118(81,113) (92,506) (39,510) (52,058)
Impairment losses on credit, net /H1118 (284) (82) 136 141
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(51,521) (15,122) (4,263) (6,431)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(19,190) (20,398) (10,185) (10,243)
Share of losses of a joint
venture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(24) – – –
Loss before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(437,148) (257,047) (121,409) (93,867)
Income tax expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(148) (24,445) (20,162) (3,898)
Loss for the year/period /H1118/H1118/H1118/H1118/H1118(437,296) (281,492) (141,571) (97,765)
SUMMARY
–1 2–


--- page 23 ---
For the year ended
December 31,
For the six months ended
June 30,
2023 2024 2024 2025
(RMB’000) (RMB’000) (RMB’000) (RMB’000)
(unaudited)
Other comprehensive income:
Other comprehensive income
that may be reclassified to
profit or loss in subsequent
periods:
Exchange differences arising
on translation of foreign
operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,734 (3,546) (1,826) 2,259
Other comprehensive income
for the year/period,
net of tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,734 (3,546) (1,826) 2,259
Total comprehensive income
for the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(434,562) (285,038) (143,397) (95,506)
Attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118(425,897) (273,175) (139,060) (86,741)
Non-controlling interests /H1118/H1118/H1118/H1118(8,665) (11,863) (4,337) (8,765)
During the Track Record Period, our revenue was primarily from our licensing and
collaboration arrangements. Our cost of sales was primarily related to the R&D activities we
conducted in accordance with these arrangements. Our research and development expenses
decreased from 2023 to 2024 primarily due to a decrease in our clinical trial and technical
service expenses as (i) some of our clinical trials transitioned between phases, reflecting the
natural variability in R&D spending even as projects advance toward later stages, and (ii) Qilu
Pharmaceutical assumed certain R&D costs for RBD7022’s phase 1 clinical trial pursuant to
our license and collaboration agreement executed in December 2023. Our research and
development expenses remained stable for the six months ended June 30, 2025 compared to the
same period in 2024. Our loss for the year decreased from 2023 to 2024 primarily because we
started to generate revenue in 2024 from our licensing and collaboration arrangements. Our
loss for the period decreased from the six months ended June 30, 2024 to the corresponding
period in 2025, primarily due to an increase in our revenue following the achievement of a
development milestone in our collaboration with Boehringer Ingelheim.
SUMMARY
–1 3–


--- page 24 ---
Summary of Consolidated Statements of Financial Position
The following table sets forth a summary of our consolidated statements of financial
position as of the dates indicated:
As of December 31, As of June 30,
2023 2024 2025
(RMB’000) (RMB’000) (RMB’000)
NON-CURRENT ASSETS
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118219,166 203,168 193,225
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111877,621 72,934 70,229
Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118108,417 92,474 84,649
Other non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118723 12,195 –
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118846 794 916
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118406,773 381,565 349,019
CURRENT ASSETS
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845,604 42,723 49,676
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 3,467 2,337
Prepayments, other receivables and other
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,512 39,479 51,814
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118212,353 183,624 547,735
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118309,475 269,293 651,562
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118716,248 650,858 1,000,581
CURRENT LIABILITIES
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,265 24,225 20,860
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111879,215 87,482 220,672
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 67,124 67,124
Interest-bearing bank and other borrowings /H1118/H1118217,284 226,612 336,116
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,087 7,626 9,473
Tax Payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,237 1,875
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118327,851 414,306 656,120
NET CURRENT LIABILITIES /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(18,376) (145,013) (4,558)
TOTAL ASSETS LESS CURRENT
LIABILITIES /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118388,397 236,552 344,461
SUMMARY
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As of December 31, As of June 30,
2023 2024 2025
(RMB’000) (RMB’000) (RMB’000)
NON-CURRENT LIABILITIES
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 64,294 32,147
Interest-bearing bank and other borrowings /H1118/H1118163,708 172,281 137,356
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,660 22,363 19,611
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,145 25,402 30,886
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,161 63,279 65,444
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118272,674 347,619 285,444
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118600,525 761,925 941,564
Net assets/(liabilities) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118115,723 (111,067) 59,017
EQUITY
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118128,386 129,610 130,145
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(23,284) (239,970) (188,575)
Equity/(deficits) attributable to owners of
the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118105,102 (110,360) (58,430)
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,621 (707) 117,447
Total equity/(deficits) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118115,723 (111,067) 59,017
Our net liabilities and net current liabilities position was primarily because we invested
significant capital into the research and development of our drug pipeline, and building up our
technology platforms and other capabilities to complement and support our business. These
cash-intensive investments were financed partially through interest-bearing bank and other
borrowings and contributed to our net current liability position historically.
Our financial position transitioned from net assets to net liabilities between December 31,
2023 and December 31, 2024. This was primarily due to loss for the year of RMB281.5 million
in 2024, partially offset by issue of shares of RMB45.8 million primarily in connection with
our series E2 financing. Our financial position transitioned from net liabilities to net assets
between December 31, 2024 and June 30, 2025, primarily due to capital contribution from
non-controlling shareholders of RMB236.4 million primarily in relation to Ribocure AB’s
equity financing, partially offset by loss for the period of RMB97.8 million for the six months
ended June 30, 2025. For details, see “Consolidated Statements of Changes in Equity” in the
Accountants’ Report set out in Appendix I to this prospectus.
Our net current liabilities increased from December 31, 2023 to December 31, 2024
primarily due to an increase in contract liabilities in connection with our licensing and
collaboration arrangements and a decrease in cash and bank balances attributable to our
continuous investment in R&D activities. Our net current liabilities decreased from December
SUMMARY
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31, 2024 to June 30, 2025, primarily due to an increase in cash and bank balances as a result
of the proceeds received from Ribocure AB’s equity financing, partially offset by an increase
in other payables and accruals and bank borrowings.
Although we recorded net current liabilities during the Track Record Period, our
Directors are of the view that we have sufficient working capital to cover at least 125% of our
costs, including research and development expenses and administrative expenses (including
any production costs), for at least the next 12 months from the date of this prospectus. See also
“Financial Information — Liquidity and Capital Resources — Working Capital Sufficiency”
for the detailed measures we intend to take to enhance our working capital position.
Summary of Consolidated Statements of Cash Flows
The following table sets forth the components of our consolidated statements of cash
flows for the periods indicated:
For the year ended
December 31,
For the six months ended
June 30
2023 2024 2024 2025
(RMB’000) (RMB’000) (RMB’000) (RMB’000)
(unaudited)
Loss before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(437,148) (257,047) (121,409) (93,867)
Adjustment for cash flows
from operating activities
before movement in
working capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118141,505 90,212 48,591 48,672
Changes in working capital /H1118/H1118 1,268 125,485 136,996 (49,112)
Income tax paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(148) (23,208) (19,129) (3,260)
Interest received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,987 3,839 1,976 1,094
Net cash (used in)/generated
from operating activities /H1118/H1118(287,536) (60,719) 47,025 (96,473)
Net cash used in investing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(24,455) (20,664) (10,608) (184,316)
Net cash (used in)/generated
from financing activities /H1118/H1118 (4,774) 39,456 21,006 471,731
Net (decrease)/increase in
cash and cash equivalents /H1118 (316,765) (41,927) 57,423 190,942
Cash and cash equivalents at
beginning of year/period /H1118/H1118524,390 210,273 210,273 167,867
Effect of foreign exchange
rate changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,648 (479) (702) (274)
Cash and cash equivalents at
the end of year/period /H1118/H1118/H1118/H1118210,273 167,867 266,994 358,535
SUMMARY
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We recorded net cash used in operating activities for the years ended December 31, 2023
and 2024 and the six months ended June 30, 2025, primarily because we invested significant
capital into the research and development of our drug pipeline, and building up our technology
platforms and other capabilities to complement and support our business.
During the Track Record Period, we funded our operations primarily through equity and
debt financing, as well as revenue from our licensing and collaboration arrangements. We
expect to continue to require significant funding for our R&D activities and daily operations
going forward. We plan to fund our business operation and capital expenditure with our
existing cash and bank balances, income from our license and collaboration agreements, net
proceeds from the Global Offering, and bank borrowings. We may also further require funding
from equity or debt financing or other resources.
Our cash burn rate refers to the average monthly amount of net cash used in operating
activities, payment for property, plant and equipment and payment for intangible assets. We
estimate that we will receive net proceeds of approximately HK$1,473.6 million in the Global
Offering, based on an Offer Price of HK$57.97 per Share. We estimate that our cash on hand
as of October 31, 2025 will be able to maintain our financial viability for over 19 months from
October 31, 2025, without taking into account the estimated net proceeds from the Global
Offering; or, we estimate we will be able to maintain our financial viability for over 23 months,
if we take into account 8.1% of the estimated net proceeds from the Global Offering (namely,
the portion allocated for our working capital and other general corporate purposes).
KEY FINANCIAL RATIOS
The following table set forth our key financial ratios as of the dates indicated:
As of December 31, As of June 30,
2023 2024 2025
Current ratio (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.9 0.6 1.0
Note:
(1) Current ratio represents current assets divided by current liabilities as of the same date.
Our current ratio decreased from 0.9 as of December 31, 2023 to 0.6 as of December 31,
2024 mainly due to a decrease in cash and bank balances as we spent cash in our R&D and
repaid certain bank and other borrowings. Our current ratio increased from 0.6 as of December
31, 2024 to 1.0 as of June 30, 2025, primarily due to an increase in cash and bank balances as
a result of the proceeds received from our series E3 financing and Ribocure AB’s equity
financing.
SUMMARY
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SUMMARY OF MATERIAL RISK FACTORS
Our business faces risks including those set out in the section headed “Risk Factors.” As
different investors may have different interpretations and criteria when determining the
significance of a risk, you should read the “Risk Factors” section in its entirety before you
decide to invest in our Company. Some of the major risks that we face include:
(i) We face intense competition and rapid technological change, and the possibility that
our competitors may develop therapies that are similar, more advanced, or more
effective than ours, which may adversely affect our financial condition and our
ability to successfully commercialize our drug candidates, and may also potentially
limit our market size;
(ii) Our business and prospects depend substantially on the success of our drug
candidates, most of which (including our Core Product) have not yet advanced to
late-stage clinical trials and whose efficacy and potential side effects have not been
fully evaluated. If we are unable to successfully complete clinical development,
obtain regulatory approvals or achieve commercialization for our drug candidates,
or if we experience significant delays or cost overruns in doing any of the foregoing,
our business and prospects could be materially and adversely affected;
(iii) Clinical development involves a lengthy and expensive process with uncertain
outcomes, and results of earlier studies and trials may not be predictive of future
trial results;
(iv) All material aspects of the research, development, manufacturing and
commercialization of biopharmaceutical products are heavily regulated. Any failure
to comply with relevant laws, regulations and industry standards or any adverse
actions by the regulatory authorities against us could negatively impact our
reputation and our business, financial condition, results of operations and prospects;
(v) The regulatory approval processes of the EMA, NMPA, FDA and other comparable
regulatory authorities are time-consuming and uncertain. If we are unable to obtain
without undue delay any regulatory approvals for our drug candidates in our targeted
markets, our business may be subject to actual or perceived harm;
(vi) We have incurred significant net losses since inception. We anticipate that we will
continue to incur net losses and may fail to achieve or maintain profitability in the
future;
(vii) We incurred net liabilities, net current liabilities and net operating cash outflows
during the Track Record Period, which may continue into the foreseeable future and
expose us to liquidity risk;
(viii) We may need to obtain substantial additional financing to fund our operations and
expansion, and if we fail to do so, we may be unable to complete the development
and commercialization of our drug candidates;
SUMMARY
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(ix) We have entered into collaboration and license agreements with third parties in the
development, manufacturing and commercialization of drug candidates, and may
seek and enter into additional partnerships in the future. We may fail to identify
suitable business partners or may not realize the benefits of such partnerships as
expected;
(x) We rely on third parties to monitor, support and/or conduct clinical trials and
preclinical studies of our drug candidates. If these third parties fail to comply with
the applicable regulatory requirements, procedures or contractual duties in line with
agreed protocols, we may not be able to obtain regulatory approval for, or
commercialize, our drug candidates, and our business could be materially affected;
(xi) If we are unable to obtain and maintain adequate patent and other intellectual
property protection for our drug candidates, or if the scope of such intellectual
property rights obtained is not sufficiently broad, third parties could develop and
commercialize products and technologies similar or identical to ours and compete
directly against us, and our ability to successfully commercialize our drug
candidates may be adversely affected;
(xii) The future commercial success of our drug candidates will depend on the degree of
their market acceptance among physicians, patients and others in the medical
community;
(xiii) Our future success depends on our ability to attract, retain and motivate senior
management, qualified medical professionals and scientific employees.
OUR SINGLE LARGEST GROUP OF SHAREHOLDERS AND CONCERT PARTY
ARRANGEMENT
As of the Latest Practicable Date, our Company was owned by: (i) Dr. LIANG as to
10.84%, (ii) Kunshan Ruikong as to 8.08%, (iii) Kunshan Ruiman as to 4.13%, (iv) Ms. MO
Hua as to 2.26%, (v) Prof. XI Zhen as to 2.12%, (vi) Prof. ZHANG Lihe as to 1.41% and (vii)
Kunshan Ruiji as to 1.06%, respectively. Dr. LIANG indirectly controlled Kunshan Ruiman
and Kunshan Ruiji by acting as the general partner of each of: (i) Kunshan Ruixing, the general
partner of Kunshan Ruiman, and (ii) Kunshan Ruiji. Kunshan Ruikong was controlled by Dr.
ZHANG, its general partner.
On March 8, 2017, Dr. LIANG, Ms. MO Hua, Prof. XI Zhen, Prof. ZHANG Lihe,
Kunshan Ruiman, Kunshan Ruiji and Kunshan Ruikong entered into an acting-in-concert
undertaking which was further amended by a supplemental agreement entered into by the
Concert Parties (as defined below) other than Kunshan Ruixing on October 1, 2020 to formally
record the acting-in-concert arrangements (the “ Concert Party Arrangement ”). Pursuant to
the Concert Party Arrangement, Dr. LIANG, Dr. ZHANG, Kunshan Ruikong, Kunshan
Ruiman, Ms. MO Hua, Prof. XI Zhen, Prof. ZHANG Lihe and Kunshan Ruiji (together with
Kunshan Ruixing, the “ Concert Parties ” and each a “ Concert Party ”) have been acting in
SUMMARY
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--- page 30 ---
concert since March 8, 2017 and will continue to act in concert until the third anniversary from
the Listing Date, subject to further extension. In addition, given that, as of the Latest
Practicable Date, Kunshan Ruixing was the general partner of Kunshan Ruiman and Dr. Liang
was the general partner of Kunshan Ruixing, Kunshan Ruixing shall be deemed to be a Concert
Party under the Concert Party Arrangement, even though Kunshan Ruixing did not enter into
any acting-in-concert undertaking or agreement with the other Concert Parties. For details, see
“History and Corporate Structure — Acting-in-Concert”.
As such, the Concert Parties were collectively entitled to exercise voting rights attaching
to approximately 29.91% of the total issued Shares of our Company as of the Latest Practicable
Date and will be entitled to exercise voting rights attaching to approximately 24.82% of the
total issued Shares of our Company immediately after the Global Offering (assuming the Offer
Size Adjustment Option and the Over-allotment Option are not exercised and no Shares are
issued under the Pre-IPO Share Option Scheme). Based on the above, upon Listing, the Concert
Parties will be our Single Largest Group of Shareholders. For details, see “Relationship with
Our Single Largest Group of Shareholders.”
PRE-IPO INVESTMENTS
Since the establishment of our Group, we have attracted certain Pre-IPO Investors to raise
funds for fueling the development of our business. Our Pre-IPO Investors include certain
Sophisticated Investors, such as Future Industry Investment Fund (Limited Partnership) ( ΋ආ
ږ(Υྫ)), Wise Vigour Limited, Panlin (as defined in the section headed
“History and Corporate Structure — Pre-IPO Investments — Information Relating to Our
Major Pre-IPO Investors”), Ionis Pharmaceuticals, Inc. and Shenzhen Yilong V enture Capital
L.P . (ଉέᑈᎲ௴ุҳ༟ΥྫΆุ(Υྫ)), each of whom has made meaningful investment
in our Company at least six months before the Listing Date, holding approximately 7.07%,
5.39%, 5.55%, 4.72% and 3.89% of the total issued Shares immediately following the
completion of the Global Offering (assuming the Offer Size Adjustment Option and the
Over-allotment Option are not exercised and no Shares are issued under the Pre-IPO Share
Option Scheme), respectively. For details of background of the Pre-IPO Investors and the
principal terms of the Pre-IPO Investments, see “History and Corporate Structure — Pre-IPO
Investments — Information Relating to Our Major Pre-IPO Investors.”
PRE-IPO SHARE OPTION SCHEME
Our Company adopted the Pre-IPO Share Option Scheme on December 10, 2024 for the
purpose to motivate our management team and key employees, while attracting and integrating
talents, enhance our technological R&D capabilities and ensure the realization of our
development strategy and operational goals.
SUMMARY
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The number of the Shares underlying the outstanding options under the Pre-IPO Share
Option Scheme amounting to 2,113,987 will only be issued by our Company after the Listing
if such options are fully vested and exercised, representing approximately 1.31% of the issued
Shares immediately following the completion of the Global Offering (assuming that no options
granted under the Pre-IPO Share Option Scheme are exercised and the Offer Size Adjustment
Option and the Over-allotment Option are not exercised). As the Group incurred losses for the
six months ended June 30, 2025, the dilutive potential Shares were not included in the
calculation of diluted loss per share as their inclusion would have been anti-dilutive.
Accordingly, the diluted loss per share for the six months ended June 30, 2025 was the same
as the basic loss per Shares of the same period. For details, see “Appendix VII — Statutory and
General Information — D. Share Incentive Schemes — 2. Pre-IPO Share Option Scheme.”
DIVIDENDS
The declaration and payment of any dividends in the future will be determined by our
Shareholders and subject to our Articles of Association and the PRC Company Law, and will
depend on a number of factors, including the successful commercialization of our products as
well as our earnings, capital requirements, overall financial condition and contractual
restrictions. As confirmed by our PRC Legal Advisors, any future net profit that we generate
will be applied to account for our accumulated losses in accordance with the PRC laws, after
which we will be obliged to allocate 10% of our profit to our statutory common reserve fund
until such fund has reached more than 50% of our registered capital. We will therefore only be
able to declare dividends after (i) all our accumulated losses have been accounted for; and (ii)
we have allocated sufficient profit to our statutory common reserve fund as described above.
In light of our accumulated losses as disclosed in this prospectus, it is unlikely that we will be
eligible to pay a dividend out of our profits in the foreseeable future. In addition, any future
determination to pay dividends will be made by our Board at their discretion and subject to
Shareholders’ approval, taking into account factors including our actual and expected results
of operations, cash flow and financial position, general business conditions and business
strategies, expected working capital requirements and future expansion plans, legal, regulatory
and contractual restrictions, and other factors that our Board deems to be appropriate. Apart
from the general principles for profit distribution set out in our Articles of Association, we have
not adopted any specific dividend policy. As of the Latest Practicable Date, we had not
established a specified dividend pay-out ratio.
SUMMARY
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OFFERING STATISTICS (1)
Based on an
Offer Price of
HK$57.97
Market capitalization of our Shares (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
HK$9,373.20
million
Unaudited pro forma adjusted net tangible assets of the Group per
Share (3)(4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118HK$8.50
Notes:
(1) All statistics in this table are on the assumption that the Offer Size Adjustment Option and the Over-allotment
Option are not exercised and no Shares are issued under the Pre-IPO Share Option Scheme.
(2) The calculation of market capitalization of our Shares is based on 161,690,510 Shares (after adjustments of
the Pre-IPO investments from series E3 financing) expected to be in issue immediately after completion of the
Global Offering.
(3) The unaudited pro forma adjusted consolidated net tangible assets attributable to owners of our Company per
Share are arrived at after adjustments referred to in preceding and on the basis that 157,632,445 Shares are in
issue, assuming that the Global Offering had been completed on June 30, 2025, without taking into account
of any Shares which may be allotted and issued upon the exercise of the Offer Size Adjustment Option or the
Over-allotment Option or any subsequent events as shown in the Accountants’ Report set out in Appendix I
to this prospectus.
(4) No adjustment has been made to the unaudited pro forma adjusted consolidated net tangible assets of our
Group to reflect any trading results or other transactions for our Group entered into subsequent to June 30,
2025. Based on the Offer Price of HK$57.97 per Share, the unaudited pro forma adjusted consolidated net
tangible assets attributable to owners of our Company per Share is HK$9.32 after adjustments of the Pre-IPO
investments from series E3 financing and on the basis that 161,690,510 Shares are in issue assuming the Global
Offering had been completed on June 30, 2025.
USE OF PROCEEDS
We estimate that we will receive net proceeds from the Global Offering of approximately
HK$1,473.6 million, after deducting underwriting commissions, fees and estimated expenses
payable by us in connection with the Global Offering, and based on an Offer Price of HK$57.97
per Share and assuming that the Offer Size Adjustment Option and the Over-allotment Option
are not exercised. We currently intend to apply these net proceeds for the following purposes:
(i) approximately 37.4%, or HK$551.0 million, will be used for the research and development
of our Core Product, RBD4059; (ii) approximately 19.6%, or HK$288.7 million, will be used
for the research and development of RBD5044; (iii) approximately 15.9%, or HK$234.6
million, will be used for the research and development of RBD1016; (iv) approximately 10.1%,
or HK$148.7 million, will be used to fund the research and development of our IND-enabling
pipeline assets; (v) approximately 8.9%, or HK$131.0 million, will be allocated to advance our
SUMMARY
–2 2–


--- page 33 ---
preclinical assets which have not yet entered the IND-enabling stage and enhance our
technology platforms; and (vi) approximately 8.1%, or HK$119.5 million, will be used for
working capital and other general corporate purposes. For further details, see “Future Plans and
Use of Proceeds.”
LISTING EXPENSES
Listing expenses to be borne by us are estimated to be approximately HK$119.9 million
(based on an Offer Price of HK$57.97 per Share), representing approximately 7.5% of the
estimated gross proceeds from the Global Offering assuming no Shares are issued pursuant to
the Offer Size Adjustment Option and the Over-allotment Option. The listing expenses consist
of (i) underwriting-related expenses, including underwriting commission, of approximately
HK$71.9 million, and (ii) non-underwriting-related expenses of approximately HK$48.0
million, comprising (a) fees and expenses of our legal advisors and reporting accountants of
approximately HK$34.7 million, and (b) other fees and expenses of approximately HK$13.3
million. During the Track Record Period, listing expenses of RMB21.4 million (HK$23.6
million) was charged to our consolidated statements of profit or loss and RMB4.1 million
(HK$4.5 million) is expected to be accounted for as a deduction from equity upon the Listing.
After the Track Record Period, approximately HK$24.0 million is expected to be charged to
our consolidated statements of profit or loss, and approximately HK$67.9 million is expected
to be accounted for as a deduction from equity upon the Listing. The listing expenses above
are the latest practicable estimate for reference only, and the actual amount may differ from this
estimate.
RECENT DEVELOPMENTS AND NO MATERIAL ADVERSE CHANGE
Business Updates
Since the end of the Track Record Period, we have continued to advance our pipeline. In
August 2025, we presented key scientific findings at the European Society of Cardiology
(“ESC”) Congress in Madrid, Spain, introducing the significant progress in our siRNA
pipeline. Collectively, these presentations highlight our commitment to advancing siRNA-
based cardiovascular therapeutics, with multiple programs, including RBD4059, RBD5044 and
RBD7022, showing promise in addressing unmet needs in lipid management and thrombosis.
For details, see “Business — Our Pipeline.” In August 2025, we initiated the phase 1 clinical
trial of RBD1119, one of our siRNA assets for thrombotic diseases, with the first patient
enrolled in Australia. In October 2025, the EMA granted Orphan Drug Designation to
RBD1016 for the treatment of HDV infection.
As we strive to advance our pipeline and enhance our drug development capabilities, we
expect that we will continue to recognize net losses in 2025, primarily because we expect to
incur significant costs and expenses in relation to our R&D activities.
SUMMARY
–2 3–


--- page 34 ---
No Material Adverse Change
After performing sufficient due diligence work which our Directors consider appropriate
and after due and careful consideration, our Directors confirm that, up to the date of this
prospectus, there has been no material adverse change in our financial or trading position or
prospects since June 30, 2025, which is the end date of the periods reported on in the
Accountants’ Report included in Appendix I to this prospectus, and there is no event since June
30, 2025 that would materially affect the information as set out in the Accountants’ Report
included in Appendix I to this prospectus.
Impact of COVID-19
During the Track Record Period and up to the Latest Practicable Date, COVID-19 had a
limited impact on our R&D and operations, despite causing slight delays in patient enrollment
and on-site office activities in 2022 and early 2023 consistent with the general impact
experienced by industry participants, according to Frost & Sullivan. We implemented
appropriate preventive and mitigation measures in accordance with local health and safety
requirements to protect our employees and to maintain the continuity of our operations during
COVID-19. Our Directors are of the view that, during the Track Record Period and up to the
Latest Practicable Date, COVID-19 had not caused any material adverse impact on our
business operation.
SUMMARY
–2 4–


--- page 35 ---
In this prospectus, unless the context otherwise requires, the following terms and
expressions shall have the meanings set out below. Certain technical terms are
explained in the section headed “Glossary of Technical Terms” in this prospectus.
“affiliate” with respect to any specified person, any other person,
directly or indirectly, controlling or controlled by or
under direct or indirect common control with such
specified person
“AFRC” the Accounting and Financial Reporting Council of Hong
Kong
“Articles of Association” or
“Articles”
the articles of association of the Company adopted on
April 13, 2025 which will become effective upon the
Listing Date and as amended from time to time, a
summary of which is set out in Appendix VI to this
prospectus
“associate(s)” has the meaning ascribed thereto under the Listing Rules
“Audit Committee” audited committee of the Board
“Azemidite” Azemidite Biopharm Co., Ltd. (ࠢ
ʮ̡), a limited liability company established under the
laws of the PRC on August 23, 2017, which is a
subsidiary of the Company owned as to 65.29%, 27.21%,
3.5%, 2.5% and 1.5% by our Company, Tianjin Haihe
Asymchem Biopharmaceutical Industry Innovation
Investment L.P . (ᔼᖹପุ௴อҳ༟
ږ(Υྫ)), one of our Pre-IPO Investors, Tianjin
Qingyuanxing Enterprise Management Consulting L.P .
(૶๕ጳΆุ၍ଣፔ༔ΥྫΆุ(Υྫ)), Tianjin
Qingyuanbo Enterprise Management Consulting L.P . ( ˂
૶๕௹Άุ၍ଣፔ༔ΥྫΆุ(Υྫ)) and Tianjin
Qingyuanrun Enterprise Management Consulting L.P . ( ˂
૶๕ᆗΆุ၍ଣፔ༔ΥྫΆุ(Υྫ)),
respectively
“Beijing RiboCure” Beijing RiboCure Pharmaceutical Co., Ltd. ( ̏ԯ๿௹ක
ʮ̡), a limited liability company
established in the PRC on August 6, 2015, which is a
wholly-owned subsidiary of our Company
“Board” or “Board of Directors” the board of Directors of our Company
DEFINITIONS
–2 5–


--- page 36 ---
“Boehringer Ingelheim” Boehringer Ingelheim International GMBH, a global
research-driven pharmaceutical company founded in
1885 and headquartered in Germany. Boehringer
Ingelheim’s human pharma research focuses on
therapeutic areas of cardiovascular and metabolic health,
cancer, mental health, eye health and inflammatory
diseases
“Business Day” or “business
day”
a day on which banks in Hong Kong are generally open
for normal business to the public and which is not a
Saturday, Sunday or public holiday in Hong Kong
“Capital Market Intermediaries” has the meaning ascribed thereto under the Listing Rules,
and unless the context requires otherwise, refers to the
capital market intermediaries named in the section
headed “Directors, Supervisors and Parties Involved in
the Global Offering” in this prospectus
“CCASS” the Central Clearing and Settlement System established
and operated by HKSCC
“China” or “PRC” the People’s Republic of China, but for the purpose of
this prospectus and for geographical reference only and
except where the context requires otherwise, references
in this prospectus to “China” and the “PRC” do not
include Hong Kong, the Macau Special Administrative
Region of the PRC and Taiwan
“close associate(s)” has the meaning ascribed thereto under the Listing Rules
“Companies (Winding Up and
Miscellaneous Provisions)
Ordinance”
the Companies (Winding Up and Miscellaneous
Provisions) Ordinance (Chapter 32 of the Laws of Hong
Kong), as amended, supplemented or otherwise modified
from time to time
“Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of
Hong Kong), as amended, supplemented or otherwise
modified from time to time
DEFINITIONS
–2 6–


--- page 37 ---
“Company” or “our Company” Suzhou Ribo Life Science Co., Ltd. (Ҧஔ
ʮ̡), a limited liability company established in
the PRC on January 18, 2007 and converted into a joint
stock company with limited liability on August 14, 2020,
formerly known as Suzhou Ribo Life Science Limited ( ᘽ
ʮ̡)
“Company Law” or “PRC
Company Law”
the Company Law of the PRC ( ʕശɛ͏΍ձ਷ʮ̡
), as amended, supplemented or otherwise modified
from time to time
“Compliance Advisor” Soochow Securities International Capital Limited
“connected person(s)” has the meaning ascribed thereto under the Listing Rules
“connected transaction(s)” has the meaning ascribed thereto under the Listing Rules
“Conversion of Unlisted Shares
into H Shares”
the conversion of 134,203,110 Unlisted Shares into H
Shares on a one-for-one basis upon the completion of
Global Offering. Filing of such conversion of Unlisted
Shares into H shares has been completed with the CSRC
on October 24, 2025 and an application for H Shares to
be listed on the Stock Exchange has been made to the
Listing Committee
“core connected person” has the meaning ascribed thereto under the Listing Rule
“Core Product” has the meaning ascribed thereto in Chapter 18A of the
Listing Rules; for the purpose of this prospectus, our
Core Product refers to RBD4059
“Cornerstone Investor” has the meaning ascribed thereto under the Listing Rule
“CSDC” China Securities Depository and Clearing Co., Ltd. ( ʕ਷
ப΂ʮ̡)
“CSRC” China Securities Regulatory Commission ( ʕ਷ᗇՎ္ຖ
ึ), a regulatory body responsible for the
supervision and regulation of the PRC national securities
markets
“Director(s)” or “our Director(s)” the director(s) of our Company, including all executive,
non-executive and independent non-executive directors
DEFINITIONS
–2 7–


--- page 38 ---
“Dr. LIANG” Dr. LIANG Zicai ( ૑ɿʑ), the spouse of Dr. ZHANG,
the chairman of the Board, an executive Director, our
chief executive officer and a member of our Single
Largest Group of Shareholders
“Dr. ZHANG” Dr. ZHANG Hongyan ( ੵᒿඨ), the spouse of Dr.
LIANG, an executive Director, our president and a
member of our Single Largest Group of Shareholders
“EIT” enterprise income tax
“EIT Law” the Enterprise Income Tax Law of the PRC ( ʕശɛ͏
), as amended, supplemented or
otherwise modified from time to time
“Employee Incentive Platforms” the employee incentive platforms established for the
purpose of implementing the Employee Incentive Scheme
including Kunshan Ruiman, Kunshan Ruijing, Kunshan
Ruixing, Kunshan Ruixiang, Kunshan Ruilang and
Kunshan Ruizhuo
“Employee Incentive Scheme” the share incentive scheme adopted by our Company on
May 20, 2020, the principal terms of which are set out in
the section headed “Statutory and General Information —
D. Share Incentive Schemes — 1. Employee Incentive
Scheme”
“ESC’ European Society of Cardiology
“EU” European Union
“EUIPO” European Union Intellectual Property Office
“Extreme Conditions” extreme conditions caused by a super typhoon as
announced by the government of Hong Kong
“FDA” the United States Food and Drug Administration
“FIL” Foreign Investment Law of the PRC ( ʕശɛ͏΍ձ਷
)
DEFINITIONS
–2 8–


--- page 39 ---
“FINI” or “Fast Interface for
New Issuance”
an online platform operated by HKSCC that is mandatory
for admission to trading and, where applicable, the
collection and processing of specified information on
subscription in and settlement for all new listings
“Frost & Sullivan” Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., a
market research and consulting company and
Independent Third Party, which prepared the Frost &
Sullivan Report
“Frost & Sullivan Report” an independent market research report commissioned by
us and prepared by Frost & Sullivan for the purpose of
this prospectus
“General Rules of HKSCC” the General Rules of HKSCC as may be amended or
modified from time to time and where the context so
permits, shall include the HKSCC Operational
Procedures
“Global Offering” the Hong Kong Public Offering and the International
Offering
“Greater China” the PRC, the Hong Kong Special Administrative Region,
the Macau Special Administrative Region, and Taiwan
“Group”, “our Group”, “our”,
“we” or “us”
our Company and all of our subsidiaries or, where the
context so requires, in respect of the period before our
Company became the holding company of its present
subsidiaries, the businesses operated by such subsidiaries
or their predecessors (as the case may be)
“Guide for New Listing
Applicants”
the Guide for New Listing Applicants issued by the Stock
Exchange, as amended, supplemented or otherwise
modified from time to time
“H Share(s)” listed ordinary share(s) in our share capital, with nominal
value of RMB1.00 each in the share capital of our
Company, which are to be subscribed for and traded in
HK dollars, and for which an application has been made
for listing and permission to trade on the Stock Exchange
“H Share Registrar” Computershare Hong Kong Investor Services Limited
DEFINITIONS
–2 9–


--- page 40 ---
“HKSCC” Hong Kong Securities Clearing Company Limited, a
wholly-owned subsidiary of Hong Kong Exchanges and
Clearing Limited
“HKSCC EIPO” the application for the Hong Kong Offer Shares to be
issued in the name of HKSCC Nominees and deposited
directly into CCASS to be credited to your designated
HKSCC Participant’s stock account through causing
HKSCC Nominees to apply on your behalf, including by
instructing your broker or custodian who is a HKSCC
Participant to give electronic application instructions via
HKSCC’s FINI system to apply for the Hong Kong Offer
Shares on your behalf
“HKSCC Nominees” HKSCC Nominees Limited, a wholly-owned subsidiary
of HKSCC
“HKSCC Operational
Procedures”
the operational procedures of HKSCC, containing the
practices, procedures and administrative or other
requirements relating to HKSCC’s services and the
operations and functions of CCASS, FINI or any other
platform, facility or system established, operated and/or
otherwise provided by or through HKSCC, as from time
to time in force
“HKSCC Participant” a participant admitted to participate in CCASS as a direct
clearing participant, a general clearing participant or a
custodian participant
“Hong Kong” or “HK” the Hong Kong Special Administrative Region of the
PRC
“Hong Kong dollars,” “HK
dollars” or “HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong Offer Shares” the H Shares offered by us for subscription pursuant to
the Hong Kong Public Offering
DEFINITIONS
–3 0–


--- page 41 ---
“Hong Kong Public Offering” the offer of the Hong Kong Offer Shares for subscription
by the public in Hong Kong at the Offer Price (plus
brokerage of 1%, SFC transaction levy of 0.0027%, Stock
Exchange trading fee of 0.00565% and AFRC transaction
levy of 0.00015%) on the terms and conditions described
in this prospectus as further described in the section
headed “Structure of the Global Offering — The Hong
Kong Public Offering” in this prospectus
“Hong Kong Underwriters” the underwriters of the Hong Kong Public Offering listed
in the section headed “Underwriting — Hong Kong
Underwriters” in this prospectus
“Hong Kong Underwriting
Agreement”
the underwriting agreement dated December 29, 2025
relating to the Hong Kong Public Offering entered into
by, among other parties, our Company, Dr. LIANG, the
Joint Sponsors, the Overall Coordinators and the Hong
Kong Underwriters, as further described in the section
headed “Underwriting — Hong Kong Public Offering —
Hong Kong Underwriting Agreement” in this prospectus
“IASB” International Accounting Standards Board
“IFRS” the International Financial Reporting Standards as issued
by the IASB, which comprise the IFRS Accounting
Standards, International Accounting Standards,
Interpretations developed by the IFRS Interpretations
Committee or its predecessor body, the Standing
Interpretations Committee
“Independent Third Party(ies)” an individual or a company which, to the best of our
Directors’ knowledge, information and belief, having
made all reasonable enquiries, is not a connected person
of the Company within the meaning of the Listing Rules
“International Offer Shares” the H Shares initially offered by our Company for
subscription at the Offer Price pursuant to the
International Offering together with, where relevant, any
additional H Shares which may be issued by our
Company pursuant to the exercise of the Offer Size
Adjustment Option and/or the Over-allotment Option
(subject to adjustment as described in the section headed
“Structure of the Global Offering” in this prospectus)
DEFINITIONS
–3 1–


--- page 42 ---
“International Offering” the offer of the International Offer Shares by the
International Underwriters at the Offer Price outside the
United States in offshore transactions in accordance with
Regulation S and in the United States to QIBs only in
reliance on Rule 144A or any other available exemption
from registration under the U.S. Securities Act, as further
described in the section headed “Structure of the Global
Offering” in this prospectus
“International Underwriters” the group of international underwriters, led by the
Overall Coordinators that are expected to enter into the
International Underwriting Agreement to underwrite the
International Offering
“International Underwriting
Agreement”
the underwriting agreement expected to be entered into
on or about January 7, 2026 by, among other parties, our
Company, Dr. LIANG, the Joint Sponsors, the Overall
Coordinators, and the International Underwriters, as
further described in the section headed “Underwriting —
International Offering — International Underwriting
Agreement” in this prospectus
“Joint Bookrunners” the joint bookrunners as named in “Directors,
Supervisors and Parties involved in the Global Offering”
“Joint Global Coordinators” the joint global coordinators as named in “Directors,
Supervisors and Parties Involved in the Global Offering”
“Joint Lead Managers” the joint lead managers as named in “Directors,
Supervisors and Parties Involved in the Global Offering”
“Joint Sponsors” the joint sponsors as named in “Directors, Supervisors
and Parties involved in the Global Offering”
“Kunshan RiboCure” Kunshan RiboCure Pharmaceutical Science and
Technology Co., Ltd. (ʮ̡),
a limited liability company established in the PRC on
October 16, 2012, which is a wholly-owned subsidiary of
our Company
“Kunshan Ruiji” Kunshan Ruiji Enterprise Management Consulting L.P .
(ʆ๿ҦΆุ၍ଣፔ༔ΥྫΆุ(Υྫ)), a limited
partnership established in the PRC on July 11, 2014, the
general partner of which is Dr. LIANG and a member of
our Single Largest Group of Shareholders
DEFINITIONS
–3 2–


--- page 43 ---
“Kunshan Ruijing” Kunshan Ruijing Enterprise Management Consulting L.P .
(ʆ๿౻Άุ၍ଣፔ༔ΥྫΆุ(Υྫ)), a limited
partnership established in the PRC on May 20, 2020, one
of our Employee Incentive Platforms
“Kunshan Ruikong” Kunshan Ruikong Enterprise Management Consulting
L.P . (ʆ๿છΆุ၍ଣፔ༔ΥྫΆุ(Υྫ)), a
limited partnership established in the PRC on December
2, 2011, the general partner of which is Dr. ZHANG and
a member of our Single Largest Group of Shareholders
“Kunshan Ruilang” Kunshan Ruilang Enterprise Management Consulting
L.P . (Άุ၍ଣፔ༔ΥྫΆุ(Υྫ)), a
limited partnership established in the PRC on May 20,
2020, and one of our Employee Incentive Platforms
“Kunshan Ruiman” Kunshan Ruiman Enterprise Management Consulting
L.P . (ʆ๿ਟΆุ၍ଣፔ༔ΥྫΆุ(Υྫ)), a
limited partnership established in the PRC on September
22, 2015, and one of our Employee Incentive Platforms
“Kunshan Ruixiang” Kunshan Ruixiang Enterprise Management Consulting
L.P . (ʆ๿ജΆุ၍ଣፔ༔ΥྫΆุ(Υྫ)), a
limited partnership established in the PRC on May 20,
2020, and one of our Employee Incentive Platforms
“Kunshan Ruixing” Kunshan Ruixing Enterprise Management Consulting
L.P . (ʆ๿ጳΆุ၍ଣፔ༔ΥྫΆุ(Υྫ)), a
limited partnership established in the PRC on May 20,
2020, and one of our Employee Incentive Platforms
“Kunshan Ruizhuo” Kunshan Ruizhuo Enterprise Management Consulting
L.P . (ʆ๿ՙΆุ၍ଣፔ༔ΥྫΆุ(Υྫ)), a
limited partnership established in the PRC on February
23, 2023, which is held by its general partner, Dr. LIANG
and its sole limited partner, Dr. GAN Liming, as to 8.61%
and 91.39%, respectively, and one of our Employee
Incentive Platforms
“Latest Practicable Date” December 21, 2025, being the latest practicable date for
the purpose of ascertaining certain information in this
prospectus prior to its publication
“Listing” the listing of our H Shares on the Stock Exchange
DEFINITIONS
–3 3–


--- page 44 ---
“Listing Committee” the Listing Committee of the Stock Exchange
“Listing Date” the date expected to be on or about Friday, January 9,
2026, on which dealings in our H Shares first commence
on the Stock Exchange
“Listing Rules” the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited, as amended,
supplemented or otherwise modified from time to time
“Main Board” the stock exchange (excluding the option market)
operated by the Stock Exchange, which is independent
from and operated in parallel with the GEM of the Stock
Exchange
“MOFCOM” or “Ministry of
Commerce”
the Ministry of Commerce of the PRC ( ʕശɛ͏΍ձ਷
ਠਕ௅) (formerly known as the Ministry of Foreign
Trade and Economic Cooperation of the PRC ( ʕശɛ͏
௅))
“NDRC” the National Development and Reform Commission ( ʕ
ึ)
“NMPA” the National Medical Products Administration of the PRC
(္ຖ၍ଣ҅) and its predecessor, the China
Food and Drug Administration (္ຖ၍ଣ
ᐼ҅)
“Nomination Committee” nomination committee of the Board
“NPC” the National People’s Congress of the PRC ( ʕശɛ͏΍
ɽึ)
“Offer Price” HK$57.97, being the price per Offer Share in Hong Kong
dollars (exclusive of brokerage fee of 1.0%, SFC
transaction levy of 0.0027%, AFRC transaction levy of
0.00015% and Stock Exchange trading fee of 0.00565%)
at which Offer Shares are to be subscribed for, to be
determined in the manner further described in the section
headed “Structure of the Global Offering — Pricing and
Allocation” in this prospectus
DEFINITIONS
–3 4–


--- page 45 ---
“Offer Share(s)” the Hong Kong Offer Shares and the International Offer
Shares, together with, where relevant, any additional H
Shares which may be issued by our Company pursuant to
the exercise of the Offer Size Adjustment Option and/or
the Over-allotment Option
“Offer Size Adjustment Option” the option expected to be granted by our Company under
the International Underwriting Agreement to the
International Underwriters, exercisable by the Overall
Coordinators (for themselves and on behalf of the
International Underwriters), pursuant to which our
Company may allot and issue up to an aggregate of
4,123,000 additional H Shares (representing in aggregate
approximately 15% of the Offer Shares initially being
offered under the Global Offering assuming the Over-
allotment Option is not exercised) at the Offer Price, to
cover the excess demand in the International Offering, if
any, as described in the section headed “Structure of the
Global Offering — The International Offering — Offer
Size Adjustment Option”
“Over-allotment Option” the option expected to be granted by our Company to the
International Underwriters, exercisable by the Overall
Coordinators (on behalf of the International
Underwriters) pursuant to the International Underwriting
Agreement, pursuant to which our Company may be
required to allot and issue up to an aggregate of
4,123,000 additional H Shares (representing
approximately 15% of the Offer Shares initially being
offered under the Global Offering, assuming the Offer
Size Adjustment Option is not exercised at all) or up to an
aggregate of 4,741,400 additional H Shares (representing
approximately 15% of the Offer Shares initially being
offered under the Global Offering, assuming the Offer
Size Adjustment Option is exercised in full), in each case,
at the Offer Price to, among other things, cover over-
allocations in the International Offering, if any, further
details of which are described in the section headed
“Structure of the Global Offering — Stabilization” in this
prospectus
“Overall Coordinators” or
“Sponsor-Overall
Coordinators”
the overall coordinators and sponsor-overall coordinators
as named in “Directors, Supervisors and Parties Involved
in the Global Offering”
DEFINITIONS
–3 5–


--- page 46 ---
“Overseas Listing Trial
Measures”
Trial Administrative Measures of Overseas Securities
Offering and Listing by Domestic Companies ( ྤʫΆ
) released by the
CSRC on February 17, 2023 and took effect on March 31,
2023
“PBOC” the People’s Bank of China ( ʕ਷ɛ͏ვБ), the central
bank of the PRC
“PRC GAAP” generally accepted accounting principles in the PRC
“PRC Legal Advisors” Zhong Lun Law Firm, the legal advisors to the Company
as to the laws of the PRC
“PRC Securities Law” the Securities Law of the PRC ( ʕശɛ͏΍ձ਷ᗇՎ
), as enacted by the 6th meeting of the 9th Standing
Committee of the NPC on December 29, 1998 and
became effective on July 1, 1999, as amended,
supplemented or otherwise modified from time to time
“Pre-IPO Investment(s)” the pre-IPO investment(s) in the Company undertaken by
the Pre-IPO Investor(s), details of which are set out in the
section headed “History and Corporate Structure —
Pre-IPO Investments” in this prospectus
“Pre-IPO Investor(s)” the investor(s) of Pre-IPO Investment(s)
“Pre-IPO Share Option Scheme” the 2024 pre-IPO share option scheme adopted by the
Company on December 10, 2024, the principal terms of
which are set out in “Appendix VII — Statutory and
General Information — D. Share Incentive Schemes — 2.
Pre-IPO Share Option Scheme” to this prospectus
“prospectus” this prospectus being issued in connection with the Hong
Kong Public Offering
“QIBs” qualified institutional buyers within the meaning of Rule
144A under the U.S. Securities Act
“Qilu Pharmaceutical” Qilu Pharmaceutical Co., Ltd. (ʮ̡), a
pharmaceutical company in China specializing in the
research, production and sales of preparations and
original pharmaceutical ingredients for the treatment of
cardiovascular diseases, cerebrovascular diseases,
respiratory system diseases, nervous system diseases,
ophthalmic diseases and other conditions
DEFINITIONS
–3 6–


--- page 47 ---
“Rule 144A” Rule 144A under the U.S. Securities Act
“R&D” research and development
“Regulation S” Regulation S under the U.S. Securities Act
“Remuneration and Appraisal
Committee”
remuneration and appraisal committee of the Board
“Ribo Australia” Ribo (Australia) Life Science Pty. Ltd., a limited liability
company incorporated in Australia on June 28, 2021,
which is a wholly-owned subsidiary of our Company
“Ribo HK” Ribo (HongKong) Life Science Limited ( ๿௹(ಥ)ي
ʮ̡), a limited company incorporated in Hong
Kong on July 22, 2013, which is a wholly-owned
subsidiary of our Company
“Ribocure AB” Ribocure Pharmaceuticals AB, a limited liability
company incorporated in Sweden on February 18, 2022
and a subsidiary of the Company owned by the Company,
Erik Selin Fastigheter Aktiebolag, Adstella Holding AB,
Dr. Gan Liming and Co Activate AB as to 50.29%,
32.65%, 9.43%, 6.61% and 1.02%, respectively
“Ribocure AB Share Incentive
Scheme”
the share incentive scheme adopted by our subsidiary
Ribocure AB on January 5, 2023, the principal terms of
which are set out in “Appendix VII — Statutory and
General Information — D. Share Incentive Schemes —
3. Ribocure AB Share Incentive Scheme” to this
prospectus
“RMB” or “Renminbi” Renminbi, the lawful currency of the PRC
“SAFE” the State Administration of Foreign Exchange of the PRC
(̮ි၍ଣ҅)
“SAMR” State Administration for Market Regulation of the PRC
(̹ఙ္ຖ၍ଣᐼ҅)
“Securities and Futures
Ordinance” or “SFO”
the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong), as amended, supplemented or
otherwise modified from time to time
“SEK” Swedish Krona, the lawful currency of Sweden
DEFINITIONS
–3 7–


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“SFC” the Securities and Futures Commission of Hong Kong
“Shandong Ribotek” Ribotek Biopharmaceuticals (Shandong) Co., Ltd. ( ๿௹
ʮ̡), a limited liability
company established in the PRC on July 25, 2025, which
is a wholly-owned subsidiary of our Company
“Share(s)” ordinary share(s) in the capital of our Company with a
nominal value of RMB1.00 each, comprising Unlisted
Shares and H Shares
“Shareholder(s)” holder(s) of our Share(s)
“Shenzhen Ribotek” Ribotek Biopharmaceuticals (Shenzhen) Co., Ltd. ( ๿௹
ʮ̡), a limited liability company
established in the PRC on May 29, 2025, which is a
wholly-owned subsidiary of our Company
“Single Largest Group of
Shareholders”
refers to Dr. LIANG, Dr. ZHANG, Kunshan Ruikong,
Kunshan Ruiman, Ms. MO Hua, Prof. XI Zhen,
Prof. ZHANG Lihe and Kunshan Ruiji and Kunshan
Ruixing, details of which are set out in the section headed
“Relationship with our Single Largest Group of
Shareholders” in this prospectus
“Sophisticated Investor(s)” has the meaning ascribed to it under the Chapter 2.3 of
the Guide for New Listing Applicants
“STA” State Taxation Administration (೼ਕ
ᐼ҅)
“Stabilizing Manager” China International Capital Corporation Hong Kong
Securities Limited
“State Council” the State Council of the PRC ( ʕശɛ͏΍ձ਷਷ਕ৫)
“Stock Exchange” or “Hong
Kong Stock Exchange”
The Stock Exchange of Hong Kong Limited, a wholly
owned subsidiary of Hong Kong Exchanges and Clearing
Limited
“Strategy Committee” strategy committee of the Board
“subsidiary(ies)” has the meaning ascribed thereto under the Listing Rules
“substantial shareholder(s)” has the meaning ascribed thereto under the Listing Rules
DEFINITIONS
–3 8–


--- page 49 ---
“Supervisor(s)” supervisor(s) of our Company
“Supervisory Committee” the supervisory committee of our Company
“Swedish MPA” Swedish Medicine Products Agency
“Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-
backs issued by the SFC, as amended, supplemented or
otherwise modified from time to time
“Track Record Period” the two years ended December 31, 2023 and 2024 and the
six months ended June 30, 2025
“U.S. dollars,” “US$” or “USD” United States dollars, the lawful currency of the United
States
“U.S. Securities Act” the United States Securities Act of 1933, as amended and
supplemented or otherwise modified from time to time,
and the rules and regulations promulgated thereunder
“Underwriters” the Hong Kong Underwriters and the International
Underwriters
“Underwriting Agreements” the Hong Kong Underwriting Agreement and the
International Underwriting Agreement
“United States” or “U.S.” the United States of America, its territories, its
possessions and all areas subject to its jurisdiction
“Unlisted Share(s)” ordinary share(s) issued by our Company, with a nominal
value of RMB1.00 each, which is/are not listed on any
stock exchange
“V A T” value added tax
“Warranting Shareholder” Dr. LIANG
“White Form eIPO ” the application for Hong Kong Offer Shares to be issued
in the applicant’s own name by submitting applications
online through the designated website of the White Form
eIPO Service Provider at www.eipo.com.hk
“White Form eIPO Service
Provider”
Computershare Hong Kong Investor Services Limited
“%” per cent
DEFINITIONS
–3 9–


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For the purpose of this prospectus, references to “provinces” of China include provinces,
municipalities under direct administration of the central government and provincial-level
autonomous regions.
DEFINITIONS
–4 0–


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Unless the context otherwise requires, explanations and definitions of certain
terms used in this prospectus in connection with our Company and our business shall
have the meanings set out below. The terms and their meanings may not always
correspond to standard industry meaning or usage of these terms.
“AUC
0-t” The area under the drug concentration-time curve from
time zero to the last measured time point, it is an
indicator of drug absorption and exposure over a specific
period of time
“AUC
0-inf ” The area under the drug concentration-time curve from
time zero to time infinity, it is an indicator of drug
exposure
“adverse event” or “AE” Any untoward medical occurrence in a participant
administrated a pharmaceutical product, which does not
necessarily have a causal relationship with the trial
intervention
“antisense oligonucleotide” or
“ASO”
a short, single-stranded synthetic nucleic acid sequence
designed to bind specifically to messenger RNA (mRNA)
through Watson-Crick base pairing
“apolipoprotein C-III” or
“APOC3”
A key regulator of lipid metabolism, whose inhibition
results in reduced triglyceride levels
“atherosclerotic cardiovascular
disease” or “ASCVD”
A group of cardiovascular diseases including coronary
heart disease, stroke, and peripheral arterial disease,
characterized by the formation of lipid plaques and
thickening and hardening of the vessel walls, leading to
narrowing and blockage
“asialoglycoprotein receptor” or
“ASGPR”
A receptor on the surface of hepatocytes in the liver,
recognizes and internalizes N-acetyl galactosamine
(GalNAc), primarily used for delivery siRNA to the liver
“autoimmune disease” A group of diseases in which the immune system
mistakenly attacks the body’s own cells and tissues, such
as rheumatoid arthritis and systemic lupus erythematosus
GLOSSARY OF TECHNICAL TERMS
–4 1–


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“biomarker” A defined characteristic that is measured as an indicator
of normal biological processes, pathogenic processes, or
responses to an exposure or intervention, including
therapeutic interventions
“chronic hepatitis B” or “CHB” Chronic hepatitis B, a persistent hepatitis B virus
infection lasting more than 6 months, characterized by
the continued presence of hepatitis B surface antigen in
the blood, along with evidence of viral replication
(detectable HBV DNA) and hepatic inflammation or
fibrosis
“chronic hepatitis D” or “CHD” Chronic hepatitis D, a liver infection caused by the
presence of hepatitis D virus (HDV) infection for greater
than 6 months
“chemistry, manufacturing, and
controls” or “CMC”
Activities related to chemistry, manufacturing, and
quality control of drug development
“central nervous system” or
“CNS”
The central nervous system, comprises the brain and
spinal cord
“complement factor B” or “CFB” A key protein of complement immune system, primarily
involved in the activation of the alternative pathway
“complement factor D” or “CFD” Another key protein of complement immune system that
contributes to the activation of the alternative pathway by
cleaving complement factor B
“complement system” Key part of the immune system, consisting of a group of
proteins that are responsible for eliminating pathogens
and damaged cells, regulating inflammatory responses,
and facilitating tissue repair
“clinical trial application” or
“CTA”
Application submitted to regulatory authorities to apply
for conducting clinical trials
“C
max” The maximum observed concentration of a drug
“dyslipidemia” A metabolic disorder characterized by abnormally high or
low amounts of any or all lipids (e.g. triglycerides,
cholesterol, phospholipids) or lipoproteins in the blood
GLOSSARY OF TECHNICAL TERMS
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“European Medicines Agency”
or “EMA”
The European Medicines Agency, responsible for the
scientific evaluation, supervision, and safety monitoring
of medicines within the EU and the European Economic
Area
“fibrosis” The pathological process characterized by the excessive
formation and accumulation of fibrous connective tissue
in an organ or tissue, typically resulting from chronic
inflammation, injury, or abnormal repair mechanisms,
leads to the replacement of normal tissue by deposited
fibrous tissue
“factor XI” or “FXI” Coagulation factor XI, a key component of the intrinsic
pathway of coagulation
“Food and Drug Administration”
or “FDA”
The US Food and Drug Administration, responsible for
protecting the public health by ensuring the safety,
efficacy, and security of human and veterinary drugs,
biological products, and medical devices; and by
ensuring the safety of American food supply, cosmetics,
and products that emit radiation
“GalNAc” N-acetyl galactosamine, a molecule used for targeting
RNA drugs to liver cells
“glioma” A primary tumor that originates in the brain or spinal cord
“good clinical practice” or
“GCP”
A set of regulations established to ensure that the drug
clinical trial process is standardized, and the data are
scientific, true and reliable, also to protect the rights and
safety of trial participants
“good laboratory practice” or
“GLP”
A set of regulations established to ensure the quality of
non-clinical safety studies of drugs, aiming to ensure the
quality and integrity of the safety data
“good manufacturing practice”
or “GMP”
The aspects of quality assurance that ensures that
medicinal products are consistently produced and
controlled to the quality standards appropriate to their
intended use and as required by the product specification
“hepatitis B surface antigen” or
“HBsAg”
A marker of hepatitis B infection, representing a protein
found on the surface of the hepatitis B virus
GLOSSARY OF TECHNICAL TERMS
–4 3–


--- page 54 ---
“hepatitis B virus” or “HBV” The hepatitis B virus, a hepatotropic DNA virus with high
infectivity, the causative agent of hepatitis B
“hepatitis D virus” or “HDV” The hepatitis D virus, the causative agent of hepatitis D,
is a defective RNA virus that requires hepatitis B virus
(HBV) for infection, replication, and transmission
“hepatiti s B e antigen” or
“HBeAg”
A soluble viral protein produced during the replication of
HBV . It is a marker of viral replication and infectivity
“hereditary angioedema” or
“HAE”
A genetic disorder characterized by recurrent episodes of
subcutaneous and submucosal swelling. Severe swelling
in the airway can be life-threatening
“high-density lipoprotein
cholesterol” or “HDL-C”
A type of cholesterol beneficial to the human body,
capable of reducing the risk of atherosclerosis and
cardiovascular diseases
“hypercholesterolemia” A condition of abnormally elevated cholesterol levels in
the blood
“hypertriglyceridemia” or “HTG” A condition of abnormally elevated triglyceride levels in
the blood
“IgA Nephropathy” or “IgAN” An autoimmune disease characterized by deposition of
the IgA antibody in the glomerulus, being the leading
causes of glomerulonephritis and renal failure
“investigational new drug
application” or “IND”
A request for authorization to administer an
investigational drug or biological product to humans
“low-density lipoprotein
cholesterol” or “LDL-C”
The primary form of cholesterol in plasma, often called
“bad cholesterol,” is associated with an increased risk of
cardiovascular disease
“lipid metabolism” the biochemical processes that involve the synthesis,
degradation, and utilization of lipids in the body,
including fatty acids, triglycerides, and cholesterol
“metabolic dysfunction-associated
steatohepatitis” or “MASH”
Presence of 5% hepatic steatosis with inflammation and
hepatocyte injury (also known as hepatocyte ballooning),
with or without evidence of liver fibrosis
GLOSSARY OF TECHNICAL TERMS
–4 4–


--- page 55 ---
“messenger RNA” or “mRNA” Messenger RNA, is a type of single-stranded RNA
molecule that carries genetic information transcribed
from DNA and serves as a template for protein synthesis
“monotherapy” A treatment regimen involving only one therapy, without
combination with other drugs
“mean residence time” or “MRT” The average time a drug resides in the body
“mixed dyslipidemia” A condition characterized by abnormal levels of multiple
blood lipids simultaneously — typically elevated LDL
cholesterol and triglycerides. Mixed dyslipidemia is a
subtype of HTG
“multiple ascending dose” or
“MAD”
A clinical trial design in which drug doses are gradually
increased to determine the tolerability and optimal dose
of the study drug after multiple dosing
“multiregional clinical trial” or
“MRCT”
A clinical trial conducted simultaneously in multiple
countries or regions
“nucleoside analogs” or “NAs” Nucleoside analogs, used in antiviral therapies such as
for hepatitis B and HIV
“National Medical Products
Administration” or “NMPA”
China’s regulatory authority responsible for overseeing
drugs, medical devices and cosmetics
“NAION” Non-arteritic anterior ischemic optic neuropathy, an eye
condition characterized by loss of vision caused by
damage to the optic nerve as a result of ischemia, or
insufficient blood flow to the optic nerve head
“ODD” Orphan drug designation, a special status granted by
regulatory authorities to investigational therapies
intended for use against rare diseases
“off-target effects” Side effects caused by a drug acting on molecules other
than its intended targets
“oligonucleotide drug” A drug that targets the regulation of gene expression
using short nucleic acid sequences
“pharmacodynamics” or “PD” The study of the effects of drugs on the body and their
mechanisms of action
GLOSSARY OF TECHNICAL TERMS
–4 5–


--- page 56 ---
“pharmacokinetics” or “PK” The study of drug absorption, distribution, metabolism,
and excretion, etc in the body
“Proprotein Convertase
Subtilisin/Kexin Type 9” or
“PCSK9”
A protein synthesized by the liver, it binds to the LDL
receptor (LDL-R) on the surface of hepatocytes, leading
to the degradation of the LDL-R and subsequently to
higher plasma LDL-C levels, a therapeutic target for
cholesterol-lowering drugs
“RNA-induced silencing
complex” or “RISC”
A protein complex involved in RNA interference, which
binds to small RNAs and recognizes and degrades target
mRNA, thereby suppressing gene expression
“RNA interference” or “RNAi” A biological process that regulates gene expression
through small RNA molecules. It can specifically degrade
homologous mRNA, thereby inhibiting gene expression
“serious adverse event” or “SAE” Adverse events occurring during clinical drug use that
pose a significant threat to the patient’s health or life,
including those leading to death, life-threatening
conditions, the need for hospitalization or prolonged
hospitalization, permanent or severe disability/loss of
function, or congenital abnormalities/birth defects
“single ascending dose” or
“SAD”
A study design in which single doses of a drug are
gradually increased to evaluate safety and tolerability
“small interfering RNA” or
“siRNA”
a class of double-stranded RNA molecules, typically
20-25 base pairs in length, that mediates RNA
interference (RNAi) by guiding the sequence-specific
degradation of complementary messenger RNA (mRNA).
This process silences gene expression post-
transcriptionally
“t
1/2” Terminal half life
“Tmax” The time taken to reach the maximum observed
concentration of a drug
“treatment-emergent adverse
events” or “TEAEs”
Adverse events that occur during treatment, regardless of
whether they are drug-related or the severity
GLOSSARY OF TECHNICAL TERMS
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--- page 57 ---
“therapeutic window” The range of drug dosages that can treat disease
effectively without having toxic effects, or the time
interval during which a particular therapy can be given
safely and effectively
“thrombosis” The formation of a blood clot within arterial or venous
blood vessels. This clot can block or obstruct blood flow,
as well as cause serious complications
“triglycerides” or “TG” The most common type of fat in the human body.
Triglycerides in the blood are associated with an
increased risk of cardiovascular disease and pancreatitis
“venous thromboembolism” or
“VTE”
An impairment of venous return due to the obstruction of
blood vessels caused by venous thrombosis, which
includes deep vein thrombosis and pulmonary embolism
GLOSSARY OF TECHNICAL TERMS
–4 7–


--- page 58 ---
We have included in this prospectus forward-looking statements. Statements that
are not historical facts, including statements about our intentions, beliefs, expectations
or predictions for the future, are forward-looking statements.
This prospectus contains certain forward-looking statements and information relating to
us and our subsidiaries that are based on the beliefs of our management as well as assumptions
made by and information currently available to our management. When used in this prospectus,
the words “aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “going forward,”
“intend,” “may,” “might,” “ought to,” “plan,” “potential,” “predict,” “project,” “seek,”
“should,” “will,” “would” and the negative of these words and other similar expressions, as
they relate to us or our management, are intended to identify forward-looking statements. Such
statements reflect the current views of our management with respect to future events,
operations, liquidity and capital resources, some of which may not materialize or may change.
These statements are subject to certain risks, uncertainties and assumptions, including the
other risk factors as described in this prospectus. Y ou are strongly cautioned that reliance on
any forward-looking statements involves known and unknown risks and uncertainties. The
risks and uncertainties facing our Company which could affect the accuracy of forward-looking
statements include, but are not limited to, the following:
 our operations and business prospects;
 our financial conditions and operating results and performance;
 future developments, trends and conditions in the industry and markets in which we
operate;
 our strategies, plans, objectives and goals and our ability to successfully implement
these strategies, plans, objectives and goals;
 general economic, political and business conditions in the markets in which we
operate;
 changes to regulatory and operating conditions in the industry and markets in which
we operate;
 our ability to continue to maintain our leadership position in the industry;
 our ability to attract customers and build our brand image;
 our ability to control or reduce costs;
 our ability to identify and integrate suitable acquisition targets;
FORW ARD-LOOKING STATEMENTS
–4 8–


--- page 59 ---
 our dividend practices;
 our capital expenditure plans;
 the amount and nature of, and potential for, future development of our business;
 capital market developments;
 our future debt levels and capital needs;
 the competitive environment of the industry and markets in which we operate;
 our ability to attract and retain senior management and key employees;
 the actions and developments of our competitors;
 certain statements in “Business” and “Financial Information” in this prospectus with
respect to trends in prices, operations, margins, overall market trends, and risk
management;
 change of volatility in interest rates, equity prices, volumes, operations, margins,
risk management and overall market trends; and
 other statements in this prospectus that are not historical facts.
Subject to the requirements of applicable laws, rules and regulations, we do not have any
and undertake no obligation to update or otherwise revise the forward-looking statements in
this prospectus, whether as a result of new information, future events or otherwise. As a result
of these and other risks, uncertainties and assumptions, the forward-looking events and
circumstances discussed in this prospectus might not occur in the way we expect or at all.
Accordingly, the forward-looking statements are not a guarantee of future performance and you
should not place undue reliance on any forward-looking information. Moreover, the inclusion
of forward-looking statements should not be regarded as representations by us that our plans
and objectives will be achieved or realized. All forward-looking statements in this prospectus
are qualified by reference to the cautionary statements in this section.
In this prospectus, statements of or references to our intentions or those of the Directors
are made as of the date of this prospectus. Any such information may change in light of future
developments.
FORW ARD-LOOKING STATEMENTS
–4 9–


--- page 60 ---
An investment in our H Shares involves various risks. Y ou should carefully
consider all the information in this prospectus and in particular the risks and
uncertainties described below before making an investment in our H Shares.
The occurrence of any of the following events could materially and adversely
affect our business, financial condition, results of operations or prospects. If any of
these events occurs, the trading price of our H Shares could decline and you may lose
all or part of your investment. Y ou should seek professional advice from your relevant
advisers regarding your prospective investment in the context of your particular
circumstances.
RISKS RELATING TO THE DEVELOPMENT OF OUR DRUG CANDIDATES
We face intense competition and rapid technological change, and the possibility that our
competitors may develop therapies that are similar, more advanced, or more effective
than ours, which may adversely affect our financial condition and our ability to
successfully commercialize our drug candidates, and may also potentially limit our
market size.
The biopharmaceutical industry in which we operate is highly competitive and rapidly
changing. While we focus on developing novel drug candidates with the potential to become
highly differentiated therapies, we face competition with respect to our current drug candidates
and any drug candidates that we may seek to develop or commercialize in the future. For
instance, our Core Product RBD4059, upon potential marketing approval, will face competition
from siRNA drugs and other therapies directed against the same targets and approved for the
same indications. Even if we obtain market approval for our drug candidates, we may not
achieve the anticipated market size and revenue. See also “— Risks Relating to the
Manufacturing and Commercialization of Our Drug Candidates — The size of the potential
market for our current or future drug candidates is difficult to estimate and, if any of our
assumptions are inaccurate, the actual markets for our current or future drug candidates may
be smaller than our estimates.”
Large multinational pharmaceutical companies, well-established biopharmaceutical
companies, biotechnology companies, academic and other research institutions worldwide are
pursuing the development of, and some have successfully commercialized, drugs for the
treatment of the same indications targeted by our drug candidates. For example, in recent years,
an increasing number of biotechnology companies have joined the competition in the research
and development of oligonucleotide therapeutics. Some of these competitive drugs and
therapies are based on scientific approaches that are similar to our approach, and others are
based on different approaches. For details, see “Industry Overview.”
RISK FACTORS
–5 0–


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Our competitors may succeed in developing competing drugs and obtaining regulatory
approvals before us or achieve better acceptance in the markets in which we operate or have
established a competitive position, which could potentially limit our addressable market. Even
if successfully developed and subsequently approved by the EMA, NMPA, FDA or other
comparable regulatory authorities, our drug candidates may still face competition in various
aspects, including safety and efficacy, the timing and scope of the regulatory approvals, the
availability and cost of supply, sales and marketing capabilities, price and patent status. To
compete with an approved product, we will need to demonstrate compelling advantages in
efficacy, safety, tolerability, convenience or other aspects in order to overcome price
competition and to be commercially successful.
Competition may further intensify as a result of advances in technologies and availability
of capital for investment in the industry. Disruptive technologies and medical breakthroughs
may further intensify the competition and render our drug candidates obsolete or
noncompetitive. Many of our competitors have substantially greater financial, technology and
other resources compared to us, such as better access to capital, more advanced commercial
infrastructure, larger research and development team, and more established manufacturing
facilities. Smaller or early-stage biotechnology companies may also prove to be significant
competitors, particularly through collaborative arrangements with large and established
companies. Additional mergers and acquisitions in the biopharmaceutical industry may result
in a greater amount of resources being concentrated in our competitors.
Our business and prospects depend substantially on the success of our drug candidates,
most of which (including our Core Product) have not yet advanced to late-stage clinical
trials and whose efficacy and potential side effects have not been fully evaluated. If we are
unable to successfully complete clinical development, obtain regulatory approvals or
achieve commercialization for our drug candidates, or if we experience significant delays
or cost overruns in doing any of the foregoing, our business and prospects could be
materially and adversely affected.
Our revenue and profitability are substantially dependent on our ability to complete the
development of our drug candidates, obtain the requisite regulatory approvals, and successfully
manufacture and commercialize our drug candidates. We have invested a significant portion of
our efforts and capital resources in the development of our existing drug candidates, and we
expect to incur substantial and increasing expenditures for the development and
commercialization of our drug candidates in the future. In particular, our business prospects
depend heavily on the success of our Core Product RBD4059 and other clinical-stage pipeline
candidates, and there is no assurance that any of them will ultimately demonstrate the requisite
safety and efficacy profile to obtain regulatory approval, or become commercially viable upon
approval.
The safety and efficacy of our Core Product RBD4059 have not been confirmed and
remain subject to uncertainties. As of the Latest Practicable Date, all patients in RBD4059’s
phase 2a trial for the treatment of coronary artery disease in Sweden had completed treatment
and were in the safety follow-up period. We have not yet obtained the final results from this
RISK FACTORS
–5 1–


--- page 62 ---
trial, and no randomized, later-stage clinical trials for RBD4059 have been initiated to date. As
a result, it is uncertain whether RBD4059 will ultimately demonstrate a favorable risk-benefit
profile in its target indications. Even if RBD4059 receives marketing approval, the emergence
of unexpected or adverse long-term safety signals, including, among others, potential chronic
immune activation or other immune-mediated effects, could negatively impact its clinical use,
market acceptance or result in withdrawal from the market, any of which could materially and
adversely affect our business and prospects.
In addition, RBD4059 is designed to exert long-lasting antithrombotic effects, which may
be difficult to reverse in a timely manner in the event of bleeding, emergency surgery or other
clinical situations requiring rapid restoration of normal haemostasis. The potential difficulty in
reversing its long-lasting antithrombotic effects, and the associated risks of serious or even
life-threatening bleeding events or other complications, may limit physicians’ willingness to
prescribe, and patients’ willingness to use, RBD4059, if approved. Regulatory authorities may
also require additional warning language, risk-mitigating measures or post-marketing studies,
or may otherwise restrict the approved indications or patient populations, which could
adversely affect the commercial potential of RBD4059.
The success of our drug candidates will depend on a number of factors, including:
 favorable safety and efficacy data from our preclinical studies and clinical trials;
 sufficient resources to discover or acquire additional drug candidates and successful
identification of potential drug candidates based on our research or business
development methodology or search criteria and process;
 successful enrollment of patients in, and completion of, clinical trials;
 sufficient supplies of drug products that are either used in combination or in
comparison with our drug candidates;
 modifications to the protocols, which may delay the clinical program, regulatory
approvals or commercialization, and require us to supplement, modify, or withdraw
and refile our applications for regulatory approvals;
 the performance by CROs, CDMOs, or other third parties we engage to conduct
clinical trials and preclinical studies and their compliance with the protocols and
applicable laws without damaging or compromising the integrity of the resulting
data;
 the capabilities and competence of our collaborators;
 the success of clinical trials conducted by, or jointly with, our collaborators;
RISK FACTORS
–5 2–


--- page 63 ---
 receipt of regulatory approvals for planned clinical trials or drug registrations,
manufacturing and commercialization;
 commercial manufacturing capabilities, including through the CDMOs we engage;
 successful launch of commercial sales of our drug candidates, if and when approved;
 the obtaining and maintenance of favorable reimbursement from third-party payers
for drugs, if and when approved;
 competition with other drug products;
 the obtaining, maintenance and enforcement of patents, trademarks, trade secrets
and other intellectual property protections and regulatory exclusivity for our drug
candidates;
 successful defense against any claims brought by third parties that we have
infringed, misappropriated or otherwise violated any intellectual property of any
such third party; and
 the continued acceptable safety profile of our drug candidates following regulatory
approval.
Our oligonucleotide drug development strategy and pipeline represent a novel approach
to therapeutic needs compared with conventional modalities. For example, we have built a
differentiated portfolio of novel siRNA drugs — an emerging modality distinct from traditional
small molecules and biologics, offering a unique mechanism of action that specifically targets
inaccessible proteins inside cells and disease pathways that were previously considered
undruggable. Our siRNA drug candidates, given their novelty and differentiated features, may
carry inherent development risks that could result in delays and cost overruns in clinical
development, regulatory approvals or commercialization. Furthermore, a substantial amount of
education and training may need to be provided to patients and medical personnel in
connection with our drug candidates, which potentially increases our sales and marketing
expenses. This may have a material and adverse effect on future profits generated from our
drug candidates, which in turn may materially and adversely affect our competitive position,
business, financial condition and results of operations.
As of the Latest Practicable Date, all of our drug candidates were in various phases of
preclinical and clinical development. If we fail to achieve drug development milestones as
disclosed in this prospectus, our business prospects could be adversely affected. Our costs will
increase if we experience delays in the development of drug candidates or in obtaining
regulatory approvals, which could result in us having to delay or suspend the trial until
sufficient funding is procured, or we would have to abandon developing of the drug candidate
completely. Significant preclinical study or clinical trial delays could also allow our
RISK FACTORS
–5 3–


--- page 64 ---
competitors to bring products to market before we do and impair our ability to successfully
commercialize our drug candidates. Any of the above negative developments could have a
material and adverse effect on our business, financial condition and results of operations.
Clinical development involves a lengthy and expensive process with uncertain outcomes,
and results of earlier studies and trials may not be predictive of future trial results.
Clinical development is capital-intensive and may demand years of effort to complete,
while its outcomes are inherently uncertain and may not be favorable. As of the Latest
Practicable Date, seven of our in-house discovered drug candidates, including our Core Product
RBD4059, have obtained IND, CTA or similar application approvals and are currently in
clinical development. For details of our pipeline and clinical development of our drug
candidates, see “Business — Our Pipeline.” We may encounter unexpected difficulties while
executing our clinical development plans for our drug candidates, which could necessitate
adjustments to our resource allocation strategy and clinical development plans. Failure may
occur at any time or stage during the clinical development process, which would result in a
material and adverse effect on our business, financial condition and results of operations. For
instance:
 regulators, ethics committees, or other designated review bodies may not authorize
us or our investigators to commence a clinical trial or conduct a clinical trial at a
prospective trial site;
 we might have to suspend or terminate clinical trials of our drug candidates for
various reasons, including negative results or a finding that participants are being
exposed to unacceptable health and safety risks;
 we may not be able to reach agreements on acceptable terms with prospective CROs
and hospitals as trial centers, the terms of which can be subject to extensive
negotiation;
 we may encounter various manufacturing issues, including inability to reach
agreements on acceptable terms with CDMOs, problems with quality control, or
ensuring sufficient quantities of our drug candidates for use in a clinical trial;
 subject enrolment may be insufficient or slower than we anticipate, or subjects may
drop out at a higher rate than anticipated;
 patent disputes or the failure to secure patents or other intellectual property
protection for our drug candidates may affect the drug development process; and
 our drug candidates may cause adverse events and undesirable side effects, among
other unexpected characteristics, which could result in a suspension or termination
of an ongoing trial.
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Furthermore, the results of preclinical studies and early clinical trials may not be
predictive of the success of later-phase clinical trials, and favorable initial or interim results of
a clinical trial do not necessarily indicate the success of final results. Drug candidates in later
stages of clinical trials may fail to show the desired safety and efficacy traits despite having
progressed through preclinical studies and initial clinical trials, and despite the level of
scientific rigor in the design of such studies and trials and the adequacy of their execution. In
some instances, there can be significant variability in safety and/or efficacy results among
different trials of the same drug candidate due to numerous factors, including differences in the
size and demographics of the enrolled patients, conditions of the individual subjects and their
adherence to the treatment regimen and other compounding factors, such as other medications
or pre-existing medical conditions. Differences in the number of clinical trial sites and regions
involved may also lead to variability between clinical trials.
Many companies in the biopharmaceutical industry have suffered significant setbacks in
advanced clinical trials due to a lack of efficacy or adverse safety profiles, notwithstanding
promising results at an earlier stage. We cannot guarantee that the results from our future
research and development efforts will be favorable based on currently available clinical and
preclinical data, which could result in delays in the completion of clinical trials, regulatory
approvals and commencement of commercialization of our drug candidates. See also “— Risks
Relating to Government Regulations — The regulatory approval processes of the EMA,
NMPA, FDA and other comparable regulatory authorities are time-consuming and uncertain. If
we are unable to obtain without undue delay any regulatory approvals for our drug candidates
in our targeted markets, our business may be subject to actual or perceived harm.”
We may not be able to identify, discover, develop or in-license new drug candidates, or to
identify additional therapeutic opportunities for our drug candidates.
Besides the continued clinical testing, potential approvals and commercialization of our
existing drug candidates, the success of our business depends in part upon our ability to
identify, discover, develop or in-license additional drug candidates. For example, our
proprietary RiboGalSTAR
TM technology platform has advanced seven programs into clinical
development across cardiovascular, metabolic, renal and liver diseases, marking it as one of the
most productive GalNAc platforms globally. However, we cannot guarantee that we will
successfully identify potential drug candidates as expected. Some drug candidates may be
technically challenging to develop and manufacture. Drug candidates that we identify may later
show side effects or other characteristics that make them unmarketable or unlikely to receive
regulatory approvals. We have also pursued, and may continue to pursue, collaboration with
third parties in the discovery and development of potential drug candidates. For details, see
“Business — Licensing and Collaboration Arrangements.” However, there can be no assurance
that such licensing and collaboration arrangements will deliver the intended results.
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Research programs to identify new drug candidates and to develop our drug candidates
for additional indications require substantial technical, financial and human resources. We may
invest efforts and resources in potential drug candidates or indication expansions that
ultimately prove to be unsuccessful. Any of the foregoing events will have a material adverse
effect on our business, results of operations and prospects.
We may not achieve successful outcomes from our substantial investments in research and
development and may fail to capitalize on more promising opportunities due to resource
allocation decisions.
The global biopharmaceutical market is constantly evolving, requiring us to continuously
invest significant human and financial resources to develop, adapt, and maintain our core
technology platforms and product pipeline. For example, we incurred research and
development expenses of RMB315.8 million, RMB280.4 million, RMB134.8 million and
RMB129.1 million for the years ended December 31, 2023 and 2024 and the six months ended
June 30, 2024 and 2025, respectively. Despite these substantial investments, we may not be
able to successfully develop or commercialize new technologies or drug candidates in a timely
or cost-effective manner, or obtain adequate intellectual property protection. Any failure to do
so could render our prior efforts obsolete and negatively affect our competitiveness.
In addition, as we have limited financial and managerial resources, we focus our product
pipeline on research programs and drug candidates that we identify for selected indications. As
a result, we may forgo or delay pursuit of opportunities with other drug candidates or for other
indications that may later prove to have greater commercial potential or a greater likelihood of
success. Our resource allocation decisions may cause us to fail to capitalize on viable
commercial products or profitable market opportunities, and we may be required to recognize
impairment losses on related intangible assets or face other negative consequences which could
adversely affect our financial condition and results of operations. If our current pipeline
priorities do not yield the anticipated outcomes, we may need to adjust our resource allocation
strategy and clinical development plans. Furthermore, if we do not accurately evaluate the
commercial potential or target market for a particular drug candidate, we may relinquish
valuable rights to that drug candidate through collaboration or license arrangements in cases
where it would have been more advantageous for us to retain sole development and
commercialization rights to such drug candidate, or we may allocate internal resources to a
drug candidate in a therapeutic area in which it would have been more advantageous to enter
into a collaboration or license arrangement, which could materially adversely affect our future
growth and prospects.
If we encounter difficulties enrolling subjects in our clinical trials, our clinical
development activities could be delayed or otherwise adversely affected.
We may not be able to initiate or continue clinical trials for our drug candidates if we are
unable to locate and enroll a sufficient number of eligible subjects to participate in these trials,
or if there are delays in the enrollment of eligible subjects as a result of the competitive clinical
enrollment environment. The inability to enroll a sufficient number of subjects who meet the
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applicable criteria set out in the protocol could result in significant delays in our clinical trials.
In addition, some of our competitors may have ongoing clinical trials for drug candidates that
treat the same indications as our drug candidates, and subjects who would otherwise be eligible
for our clinical trials may instead enroll in the clinical trials of our competitors’ drug
candidates, which may further delay our clinical trial enrollments.
Subject enrollment for our clinical trials may be affected by a variety of factors, including
but not limited to the following:
 total size and nature of the relevant patient population;
 design and eligibility criteria for the clinical trial in question;
 perceived risks and benefits of the drug candidate under study;
 severity of the disease under investigation;
 our resources to facilitate timely subject enrollment in clinical trials;
 patient referral practices of physicians;
 availability of competing therapies also undergoing clinical trials;
 our ability to obtain and maintain subject consents;
 our investigators’ or clinical trial sites’ efforts to screen and recruit eligible patients;
 proximity and availability of clinical trial sites for prospective patients; and
 occurrence of natural disasters, health epidemics, acts of war or other public events.
Even if we are able to enroll a sufficient number of subjects in our clinical trials, delays
in subject enrollment may result in increased costs or may affect the timing or outcome of the
planned clinical trials, which could delay or prevent the completion of these trials and
adversely affect our ability to advance the development of our drug candidates.
Adverse events or undesirable side effects caused by our drug candidates could interrupt
or halt clinical trials, delay or prevent regulatory approval, limit the commercial profile
of an approved label, or result in significant negative consequences following any
regulatory approval.
Adverse events (“ AEs”) and undesirable side effects caused by our drug candidates could
cause us or regulatory authorities to interrupt or halt clinical trials and may result in a narrowed
scope of indications or a more restrictive label of our drug candidates, a delay or denial of
regulatory approval by the EMA, NMPA, FDA or other comparable regulatory authorities, or
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a significant change in our clinical protocol or even our development plan. Results of trials
conducted by us or by our collaboration partners with respect to our drug candidates could
reveal a high and unacceptable severity or prevalence of certain AEs. In such an event, such
trials could be suspended or terminated and the EMA, NMPA, FDA or other comparable
regulatory authorities could order us or our collaboration partners, as applicable, to cease
further development of, or deny approval of, our drug candidates for any or all targeted
indications. AEs related to our drug candidates may also affect subject recruitment or the
ability of enrolled subjects to complete the trial, and could result in potential liability claims.
Any of these occurrences may significantly harm our reputation, business, financial condition
and prospects.
Additionally, if we, our collaboration partners, or others identify undesirable side effects
caused by our drug candidates after they receive regulatory approval, it may lead to potentially
significant negative consequences which include, but are not limited to, the following:
 regulatory authorities may withdraw their approvals of or revoke the licenses for our
approved drug candidates;
 we, or our collaboration partners, may have to suspend marketing of our approved
drug candidates;
 regulatory authorities may require additional warnings on the label of an approved
drug candidate;
 the EMA, NMPA, FDA or a comparable regulatory authority may require the
establishment of a Risk Evaluation and Mitigation Strategy (“ REMS ”), or other
similar plans, which may restrict distribution of our future approved drugs and
impose burdensome implementation requirements on us, among other risk
mitigation tools;
 we, or our collaboration partners, may be required to change the way the drug
candidate is administered, or conduct specific post-marketing studies;
 we could be subject to litigation proceedings and held liable for harm caused to
subjects or patients; and
 our reputation may suffer.
Further, combination therapy using our drug candidates together with third-party agents
may involve AEs, which in some cases could be exacerbated compared with AEs from
monotherapies. Any of these events could prevent us or our collaboration partners, as
applicable, from achieving or maintaining market acceptance of any particular drug candidate
that is approved and could significantly harm our business, financial condition, results of
operations and prospects.
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The data and information we rely on in our research and development process could be
inaccurate or incomplete, which could harm our study results, regulatory approval
process, reputation and prospect.
We generate, process and analyze data from various research stages including preclinical
studies and clinical trials. Data from these studies and trials often exists in scattered and
sensitive formats, presenting challenges for maintaining quality and completeness. Errors in
data handling could impact our drug development progress and potentially affect our business
and reputation. In addition, we may rely on third parties, such as CROs, to handle, process and
manage data for some of the ongoing preclinical and clinical programs for our drug candidates
and have limited control over their activities. If there are any inaccuracies, mistakes or
incompleteness in the preclinical and clinical data of any of these third parties, our clinical
development activities and drug approval processes may be negatively impacted as a result.
RISKS RELATING TO GOVERNMENT REGULATIONS
All material aspects of the research, development, manufacturing and commercialization
of biopharmaceutical products are heavily regulated. Any failure to comply with relevant
laws, regulations and industry standards or any adverse actions by the regulatory
authorities against us could negatively impact our reputation and our business, financial
condition, results of operations and prospects.
All jurisdictions in which we operate or intend to operate our business regulate the
research, development, manufacturing and commercialization of biopharmaceutical products in
great depth and detail. We intend to implement a global development strategy, with a focus on
major markets including Europe, China and the U.S. These jurisdictions strictly regulate the
pharmaceutical industry, and in doing so they employ a broad range of strategies, including
regulation of the development and approval, manufacturing, marketing, sales and distribution
of products. Evolutions and differences in these regulatory regimes could lead to an increased
and costly regulatory compliance burden.
We are required to obtain and maintain certain licenses and permits for conducting our
business. The process of obtaining regulatory approvals and maintaining compliance with
appropriate laws, regulations and guidance requires the expenditure of substantial time and
financial resources. If any regulatory authorities consider that we were operating without the
requisite approvals, licenses or permits or promulgate new laws and regulations that require
additional approvals or licenses or impose additional restrictions on the operation of any part
of our business that we fail to comply with in a timely manner, it may have the discretion to
levy fines, confiscate our income, revoke our business licenses, require us to discontinue our
relevant business or impose restrictions on the affected portion of our business, among other
actions. In particular, failure to comply with the applicable regulatory requirements at any time
during the product development process and approval process, or after approval, may subject
us to administrative or judicial sanctions. These sanctions could include refusal to approve
pending applications, withdrawal of an approval, license revocation, a clinical hold, voluntary
or mandatory product recalls, product seizures, total or partial suspension of production or
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distribution, injunctions, fines, refusals of government contracts, restitutions, disgorgements,
or other civil or criminal penalties. Failure to comply with these laws, regulations and guidance
could have a material and adverse effect on our business and prospects.
In many countries or regions where we intend to sell our drugs in the future, including
Europe, China and the U.S., the relevant government agencies and industry regulatory bodies
impose high standards on the efficacy of pharmaceutical products, as well as strict rules,
regulations and industry standards on how we develop such products. For example, we may
need to obtain clearance from the EMA, NMPA, FDA or other regulatory authorities as part of
an IND, a CTA or similar application to seek authorization to begin clinical trials, and file an
NDA, a MAA, a BLA or similar application to seek marketing approval. Any failure to comply
with existing laws, regulations and industry standards could result in fines or other punitive
actions against us, the termination of ongoing research and the disqualification of data for
submission to regulatory authorities, or a ban on the future sales of our drugs, each of which
could have a material adverse impact on our reputation, business, financial condition, results
of operations and prospects. In addition, any action against us for violation of the relevant
laws, regulations or industry standards, even if we successfully defend against it, could cause
us to incur significant legal expenses, divert our management’s attention from the operation of
our business, and adversely affect our reputation and financial results.
The regulatory approval processes of the EMA, NMPA, FDA and other comparable
regulatory authorities are time-consuming and uncertain. If we are unable to obtain
without undue delay any regulatory approvals for our drug candidates in our targeted
markets, our business may be subject to actual or perceived harm.
The regulatory approval process is inherently uncertain. The time and efforts required to
obtain approvals from the EMA, NMPA, FDA and other comparable regulatory authorities in
different jurisdictions are unpredictable and depends on numerous factors, including the
substantial discretion of the regulatory authorities. Generally, such approvals may take years
to obtain following the commencement of preclinical studies and clinical trials, and are subject
to rigorous regulatory review and examination. Regulatory authorities may, for example, raise
concerns about the materials submitted, request additional efficacy or safety data, question
study design or statistical analyses, request modifications to study protocols, or interpret study
results differently than anticipated. Historically, certain of our drug candidates experienced
longer-than-anticipated timelines and extensive review processes before obtaining IND
approval, and we cannot guarantee that we will meet all the regulatory requirements of
different jurisdictions in the future or secure the necessary approvals in a timely and successful
manner or on first attempt. Additional time, effort and expense may be required to bring our
drug candidates, upon regulatory approval, to the international markets in compliance with
different regulatory processes.
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We may fail to receive the regulatory approvals from the EMA, NMPA, FDA or other
comparable regulatory authorities for our drug candidates due to a number of reasons,
including:
 disagreement in the design or implementation of our clinical trials;
 failure to demonstrate that a drug candidate is safe and effective for its proposed
indication;
 insufficient or suboptimal data collected from the clinical trials, or failure of our
preclinical studies or clinical trial results to meet the level of statistical and medical
significance required for approvals;
 procedural or data errors identified in the drug development process, including those
attributable to our third-party service providers such as CROs;
 failure of our clinical trial process to pass good clinical practice (“ GCP”)
inspections;
 unexpected changes in regulations, testing requirements, or approval policies that
render our preclinical and clinical data insufficient for approval;
 failure to pass inspections and audits carried out by the EMA, NMPA, FDA or other
comparable regulatory authorities, resulting in a potential invalidation of our
research data or other negative consequences; and
 findings of deficiencies related to our manufacturing processes or the manufacturing
facilities of third-party manufacturers from whom we procure materials, such as
failure to pass current good manufacturing practice (“ cGMP ”) inspections.
The EMA, NMPA, FDA or other comparable regulatory authorities may require more
information to support approval, including additional preclinical or clinical data, which may
result in delay in regulatory approval and commercialization plans or denial of regulatory
approval. In the case where an approval is issued, regulatory authorities may approve fewer
indications, including undesired indications, of our drug candidates than the indications we
applied for, or grant approvals contingent on the performance of post-marketing clinical trials.
Failure to obtain regulatory approvals in a timely manner, or at all, or failure to obtain
regulatory approvals with an intended scope of indications could have a negative impact on the
commercial prospects of our drug candidates, and may cause reputational damage. If any of our
drug candidates fails to demonstrate safety and efficacy to the satisfaction of regulatory
authorities or does not otherwise produce positive results in future clinical trials, we may not
be able to realize any revenue on such drug candidate despite the significant amount of
resources we would have spent on its development, which could materially adversely affect our
business, financial condition, results of operations and prospects.
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Changes in laws and regulations relating to the biopharmaceutical industry may result in
additional compliance risks and costs.
In Europe, China, the U.S. and other jurisdictions, there have been, and we expect there
will continue to be, a number of legislative and regulatory changes relating to the
biopharmaceutical industry and the healthcare system, including cost-containment measures
that may reduce or limit coverage and reimbursement for newly approved drugs and affect our
ability to profitably sell any drug candidates for which we obtain marketing approval. See also
“— Risks Relating to the Manufacturing and Commercialization of Our Drug Candidates —
Even if we are able to commercialize any approved drug candidates, reimbursement may be
limited or unavailable in certain market segments for our drug candidates, and we may be
subject to unfavorable pricing regulations, which could harm our business.”
For example, the PRC government has established a series of regulations in recent years,
aiming to improve the standardization and safety of clinical trials of drugs for chronic hepatitis
B (“CHB”). The State Food and Drug Administration (currently known as the NMPA) issued
the Technical Guidance on Clinical Trials of Anti-Viral Drugs for Chronic Hepatitis B ( ࿔
) in February 2018. Later in April 2023,
the Center For Drug Evaluation of the NMPA issued on the Technical Guidance on Clinical
Trials of Infection Treatment Drugs for Chronic Hepatitis B (ᐕᖹ
), which proposed more detailed and complete technical
requirements for confirmatory clinical trials of treatment drugs for CHB, including
differentiated clinical trial designs for new drugs with long-term treatment and effective viral
suppression, and new drugs with limited duration of action. Such new regulations and rules,
along with other potential future measures, may lead to stricter requirement and standards for
clinical trials, which could increase our research costs and operational expenses.
Although none of our drug candidates had been commercialized as of the Latest
Practicable Date, these legislative trends and regulatory measures can potentially affect the
sales, profitability and prospects of our drug candidates in the future. Moreover, these laws and
regulations are subject to updates, and their application in practice may evolve over time as
new guidance becomes available. This evolution may result in continuing uncertainty regarding
compliance matters and additional costs necessitated by ongoing revisions to our disclosure
and governance practices. If we fail to address and comply with these laws and regulations and
any subsequent changes, we may be subject to penalty and our business may be harmed.
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We face regulation and potential liability related to privacy, data protection and
information security which may require significant resources and may adversely affect
our business, operations and financial performance.
We and the CROs we engage may routinely receive, collect, generate, store, process,
transmit and maintain medical data and treatment records of subjects enrolled in our clinical
trials, but do not collect the personal information irrelevant to our trials or our enrolled
subjects. As such, we may be subject to the relevant local, state, national and international data
protection and privacy laws, directives, regulations and standards that apply to the collection,
use, retention, protection, disclosure, transfer and other processing of personal information in
the various jurisdictions in which we operate and conduct our clinical trials, as well as
contractual obligations.
In recent years, the PRC authorities have promulgated certain laws and regulations in
respect of information security, data collection and privacy protection regulations in the PRC,
including, among others, the Provisions on Protection of Personal Information of
Telecommunication and Internet Users () which
became effective from September 1, 2013, the Cybersecurity Law of the PRC ( ʕശɛ͏΍
), which became effective from June 1, 2017, the Data Security Law of the
PRC () which became effective from September 1, 2021, the
Personal Information Protection Law of the PRC () which
became effective from November 1, 2021. Under the Personal Information Protection Law of
the PRC (), in case of any personal information
processing, such individual’s prior consent shall be obtained, unless other legal bases are
satisfied. Further, any data processing activities, that are in relation to sensitive personal
information including but not limited to biometrics, medical health and personal information
of teenagers under fourteen years old, are not allowed, unless such activities have a specific
purpose, are highly necessary, and strictly protective measures have been taken and separate
consent has been obtained from the individuals involved.
These data protection and privacy law regimes continue to evolve and may result in
ever-increasing public scrutiny and escalating levels of enforcement and sanctions and
increased costs of compliance including, for example, substantial operational costs associated
with changes to our data processing practices. Failure to comply with any of these laws could
result in enforcement action against us, including and without limitation to fines, imprisonment
of company officials and public censure, claims for damages by customers and other affected
individuals, damage to our reputation and loss of goodwill, any of which could have a material
and adverse effect on our business, financial condition, and results of operations or prospects.
The personal information of patients or subjects which might be involved in our clinical
trials could be highly sensitive and we are subject to strict requirements under the applicable
privacy protection regulations in the relevant jurisdictions. While we have adopted security
policies and measures to protect our proprietary data and patients’ privacy, such policies and
measures might not satisfy all the requirements in every respect under the applicable laws and
regulations. Data leakage and abuse and other misconduct related to data and personal
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information protection might not be completely avoided, due to hacking activities, human
error, employee misconduct or negligence or system breakdown, among other reasons. We also
cooperate with hospitals, CROs and other business partners, licensees, contractors and
consultants for our clinical trials and operations. Any leakage or abuse of patient data by our
third-party partners may be perceived by the patients as a result of our failure. Any failure or
perceived failure by us to prevent information security breaches or to comply with data/privacy
policies or data/privacy-related legal obligations, or any compromise of information security
that results in the unauthorized release or transfer of personal information or other patient data,
could cause our customers to lose trust in us and could expose us to legal claims.
If we or our CROs, CDMOs and other business partners fail to comply with
environmental, health and safety laws and regulations, we could be subject to fines or
penalties and other negative consequences that could have a material adverse effect on the
success of our business.
We and certain third parties we work with, such as our CROs, CDMOs and business
partners, are subject to numerous environmental, health and safety laws and regulations,
including those governing laboratory procedures and the handling, use, storage, treatment and
disposal of hazardous materials and wastes. We generally contract with third parties for the
disposal of solid waste and wastewater, and we cannot guarantee our contractors could
continuously maintain their qualifications with regard to such disposal. We cannot eliminate
the risk of contamination or injury from these materials. In the event of contamination or injury
resulting from our use of hazardous materials, we could be held liable for any resulting
damages, and any liability could exceed our resources. We also could incur significant costs
associated with civil or criminal fines and penalties. We do not maintain insurance for
environmental liability or toxic tort claims that may be asserted against us in connection with
our storage, use or disposal of biological, hazardous or radioactive materials. We may also
incur liabilities due to injuries to our employees resulting from the use of or exposure to
hazardous materials. Our liability insurance for workplace safety and accident insurance may
not provide adequate coverage against such liabilities.
In addition, we may be required to incur substantial costs to comply with current or future
environmental, health and safety laws and regulations. These current or future laws and
regulations may impair our research, development or production efforts. Failure to comply with
these laws and regulations also may result in substantial fines, penalties or other sanctions.
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We may be directly or indirectly subject to applicable anti-kickback, false claims laws,
doctor payment transparency laws, fraud and abuse laws or similar healthcare and
security laws and regulations in China and other jurisdictions, which could expose us to
administrative sanctions, criminal sanctions, civil penalties, contractual damages,
reputational damage and diminished profits and future earnings.
Healthcare providers, doctors and others play a primary role in the recommendation and
prescription of any products for which we obtain regulatory approval. If we obtain the approval
for any of our drug candidates and begin commercializing our drugs in China in the future, our
operations may become subject to various PRC fraud and abuse laws, including the PRC
Anti-Unfair Competition Law () and PRC Criminal Law
(). These laws may impact, among others, our proposed sales,
marketing and education programs.
Law enforcement authorities are increasingly focusing on enforcing these laws. Efforts to
ensure that our business arrangements with third parties are in compliance with applicable
healthcare laws and regulations will involve substantial costs. Regulatory authorities could
conclude that our business practices may not comply with current or future fraud, abuse or
other healthcare laws or regulations. If any such actions are instituted against us, and if we are
not successful in defending ourselves or asserting our rights, those actions could result in the
imposition of civil, criminal and administrative penalties, damages, disgorgement, monetary
fines, possible exclusion from participation in governmental healthcare programs, contractual
damages, reputational damage, diminished profits and future earnings, and curtailment of our
operations, any of which could adversely affect our ability to operate our business and have a
material adverse effect on our business and results of operations.
Furthermore, we are subject to anti-bribery laws in China that generally prohibit
companies and their intermediaries from making payments to government officials for the
purpose of obtaining or retaining business or securing other improper advantages. In addition,
we are subject to the anti-bribery laws in other jurisdictions, including applicable EU
regulations and national laws such as the Swedish Penal Code which criminalizes both active
and passive bribery in the public and private sectors. Failure to comply with anti-bribery laws
could disrupt our business and lead to severe criminal and civil penalties, including
imprisonment, criminal and civil fines, loss of our export licenses, suspension of our ability to
do business with the government, denial of government reimbursement for our products and/or
exclusion from participation in government healthcare programs. See also “— Risks Relating
to Our Operations — We may be unable to detect, deter and prevent all instances of bribery,
fraud or other misconduct committed by our employees or third parties.”
As we expand our operations globally, we may also become subject to similar laws and
regulations from other jurisdictions. There are ambiguities as to what is required to comply
with any of these laws and regulations, and if we fail to comply with such requirements, we
could be subject to penalties and other negative consequences. If any of the physicians or other
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third parties with whom we do business are found to be not in compliance with the applicable
laws and regulations, they may be subject to criminal, civil or administrative sanctions,
including exclusions from government-funded healthcare programs, which may also adversely
affect our business.
We may be restricted from transferring our scientific data abroad.
On March 17, 2018, the General Office of the State Council promulgated the Measures
for the Management of Scientific Data () (the “ Scientific Data
Measures ”), which provides that enterprises in China must seek governmental approval before
any scientific data involving a state secret may be transferred abroad or to foreign parties.
Further, any researcher conducting research funded at least in part by the PRC government is
required to submit relevant scientific data for management by the entity to which such
researcher is affiliated before such data may be published in any foreign academic journal. If
and to the extent any data collected or generated in connection with our R&D of drug
candidates will be subject to the Scientific Data Measures and any subsequent laws as required
by the relevant government authorities, there is no assurance that we can always obtain relevant
approvals for sending scientific data (such as the results of our preclinical studies or clinical
trials conducted within China) abroad or to our foreign partners in China.
On July 7, 2022, the Cyberspace Administration of China published the Measures for
Security Assessment of Data Export () which took effect on
September 1, 2022. It specifies the circumstances in which data processors providing data
export shall apply for outbound data transfer security assessment with the Cyberspace
Administration of China, including, among others, the outbound data transfer containing
important data. On March 22, 2024, the Cyberspace Administration of China issued the
Provisions on Facilitating and Regulating Cross-border Data Flows (ݴ
). It specifies that data handlers that are not critical information infrastructure
operators, will be exempted from declaring for security assessment for outbound data transfer,
signing a standard contract with the overseas recipient or passing the personal protection
certification, if such data handler accumulatively transfers overseas personal information
(excluding sensitive personal information) of less than 100,000 individuals since the January 1
of the current year.
Cross-border data transfer from other jurisdictions may also be limited if we fail to
comply with relevant requirements, such as obtaining authorization from subjects regarding the
use, transfer, and retrieval of their personal information or data and adopting measures to
ensure the safety of personal information or data in the transfer. Also, cross-border transfer of
personal data by its nature is subject to general data privacy regulations in various
jurisdictions, and thus any failure to comply with data privacy protection may lead to a
restriction of transferring our data across different jurisdictions.
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In addition, the Regulations of PRC on the Administration of Human Genetic Resources
(ʕശɛ͏΍ձ਷ɛᗳ፲ෂ༟๕၍ଣૢԷ) (the “ HGR Regulation ”), which was
promulgated on May 28, 2019, and further amended on March 10, 2024 and became effective
from May 1, 2024, stipulates that foreign organizations, foreign individuals and the institutions
established or actually controlled thereby shall not collect or preserve China’s human genetic
resources within the PRC, and shall not provide China’s human genetic resources abroad.
Where a foreign organization or an institution established or actually controlled by a foreign
organization or foreign individual needs to use China’s human genetic resources to conduct
scientific research activities, it shall comply with the applicable laws, administrative
regulations and relevant provisions in the PRC, and cooperate with China’s scientific research
institutions, universities, medical institutions and other enterprises provided therein. In this
regard, utilization of China’s human genetic resources for international cooperation in
scientific research, as well as transporting China’s human genetic resources materials abroad
shall be subject to the approval of the administrative department for health under the State
Council. However, no approval is required in international clinical trial cooperation using
China’s human genetic resources at clinical institutions without export of human genetic
resource materials for obtaining the licensing for the listing of relevant drugs and medical
devices in the PRC market, provided that the type, quantity and usage of the human genetic
resources to be used shall be filed with the administrative department for health under the State
Council before conducting the clinical trials. If we are unable to obtain necessary approvals,
complete the filings or comply with the regulatory requirements in a timely manner, or at all,
our R&D of drug candidates may be hindered. Further, the Biosecurity Law (),
which was promulgated on October 17, 2020, became effective on April 15, 2021, and amended
on April 26, 2024, reaffirms the regulatory requirements stipulated by the HGR Regulation
while potentially increases the administrative sanctions where China’s human genetic
resources are collected, preserved, exported or used in international cooperation in violation of
applicable laws. If the relevant government authorities consider the transmission of our
scientific data or usage of human genetic resources to be in violation of the requirements under
applicable PRC laws and regulations, we may be subject to fines and other administrative
penalties imposed by those government authorities.
Our future approved drug candidates will be subject to ongoing or additional regulatory
obligations and continued regulatory review, which may result in significant additional
expenses. We may face penalties and other negative consequences if we fail to comply with
these regulatory requirements or experience unanticipated problems with our drug
candidates.
If the EMA, NMPA, FDA or other comparable regulatory authorities approve any of our
drug candidates, the manufacturing processes, labeling, packaging, distribution, adverse event
reporting, storage, advertising, promotion and record-keeping for the drug will be subject to
extensive and ongoing regulatory requirements. These requirements include submissions of
safety and other post-marketing information and reports, registration, random quality control
testing, adherence to any chemistry, manufacturing, and controls (“ CMC”), variations,
continued compliance with current cGMPs, and GCPs and potential post-approval studies for
the purposes of license renewal.
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Any regulatory approvals that we receive for our drug candidates may also be subject to
limitations on the approved indicated uses for which the drug may be marketed or to the
conditions of approval, or contain requirements for potentially costly post-marketing studies,
including, if applicable, phase 4 trials for the surveillance and monitoring of the safety and
efficacy of the drug.
In addition, once a drug is approved by the EMA, NMPA, FDA or other comparable
regulatory authorities for marketing, it is possible that there could be a subsequent discovery
of previously unknown problems with the drug, including problems with third-party
manufacturers or manufacturing processes, or failure to comply with regulatory requirements.
If any of the foregoing occurs with respect to our drug products, it may result in, among other
things:
 restrictions on the marketing or manufacturing of our drugs, withdrawal of the
product from the market, or voluntary or mandatory product recalls;
 fines, warning letters, or holds on clinical trials;
 refusal by the EMA, NMPA, FDA or other comparable regulatory authorities to
approve pending applications or supplements to approved applications filed by us or
suspension or revocation of license approvals;
 refusal by the EMA, NMPA, FDA or comparable regulatory authorities to accept any
of our other INDs, CTAs or similar applications for clinical trials, and NDAs,
MAAs, BLAs or similar applications for marketing approvals;
 drug seizure or detention, or refusal to permit the import or export of drugs; and
 injunctions or the imposition of civil, administrative or criminal penalties.
Any government investigation of alleged violations of law could require us to expend
significant time and resources and could generate negative publicity. Moreover, regulatory
policies may change or additional government regulations may be enacted that could prevent,
limit or delay regulatory approval of our drug candidates. If we are not able to maintain
regulatory compliance, we may lose the regulatory approvals that we have already obtained,
which in turn could significantly harm our business, financial condition and prospects.
Changes in political and economic policies, as well as the interpretation and enforcement
of laws, rules and regulations, may affect our business, financial condition, results of
operations and prospects.
A substantial portion of our operations are based in the PRC, our business, financial
condition, results of operations and prospects may be affected by economic, political, social
and legal developments in China. The Chinese government has implemented various measures
to encourage economic growth and guide the allocation of resources; however, we cannot
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guarantee the extent to which our business operations will be able to benefit from such
measures, if at all. In addition, laws, rules and regulations may also be amended from time to
time, and the application, interpretation and enforcement of such evolving laws, rules and
regulations may affect our business operations. Any of the foregoing may have a material and
adverse effect on our business, financial condition, results of operations and prospects.
RISKS RELATING TO OUR FINANCIAL POSITION AND NEED FOR ADDITIONAL
CAPITAL
We are a clinical-stage biopharmaceutical company with a limited operating history,
which may make it difficult to evaluate our current business and predict our future
performance.
We are a clinical-stage biopharmaceutical company with a limited operating history. Our
operations to date have focused on establishing our intellectual property portfolio, conducting
drug discovery, preclinical studies and clinical trials of our drug candidates, organizing and
staffing our operations, business planning and raising capital. We have not yet demonstrated an
ability to successfully obtain marketing approvals for, or commercialize, our drug candidates.
To date, none of our drug candidates have been approved for commercial sale and we have not
generated any revenue from sales of drug products.
Our limited operating history, particularly in light of the rapidly evolving drug research
and development industry in which we operate and the changing regulatory and market
environments we encounter, may make it difficult to evaluate our prospects for future
performance. Consequently, any predictions about our future success or viability may not be
as accurate as they could be if we had a longer operating history. We will encounter risks and
difficulties frequently experienced by early-stage companies in rapidly evolving fields as we
seek to transition to a company capable of supporting commercial activities. If we do not
address these risks and difficulties successfully, our business will suffer.
We have incurred significant net losses since inception. We anticipate that we will
continue to incur net losses and may fail to achieve or maintain profitability in the future.
Investment in the development of biopharmaceutical products is highly uncertain as it
entails substantial upfront expenditures and significant risks that a drug candidate may fail to
demonstrate efficacy and safety to gain regulatory or marketing approvals or become
commercially viable. We had not generated any revenue from the sales of commercialized
products as of the Latest Practicable Date, and we continue to incur significant research and
development expenses and other expenses related to our ongoing operations. As a result, we
have incurred significant net losses since our inception. For the years ended December 31,
2023 and 2024 and the six months ended June 30, 2024 and 2025, our net losses were
RMB437.3 million, RMB281.5 million, RMB141.6 million and RMB97.8 million,
respectively.
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Substantially all of our net losses during the Track Record Period resulted from our
research and development expenses, including those in relation to our preclinical studies and
clinical trials. For the years ended December 31, 2023 and 2024 and the six months ended June
30, 2024 and 2025, our research and development expenses were RMB315.8 million,
RMB280.4 million, RMB134.8 million and RMB129.1 million, respectively. See “Financial
Information — Description of Selected Components of the Consolidated Statements of Profit
or Loss and Other Comprehensive Income” for details. Our ability to generate revenue and
achieve profitability depends significantly on our success in advancing drug candidates into
later stages of clinical development, and obtaining regulatory approvals for each drug
candidate, which we may not be able to do in a timely manner or at all.
We expect to continue to incur net losses in the foreseeable future and that these net losses
may increase as we carry out certain activities, including but not limited to the following:
 continue to advance the clinical trials and preclinical studies for our product
pipeline;
 seek to discover, develop or in-license additional drug candidates and further expand
our product pipeline;
 seek regulatory approvals for our drug candidates to commence commercialization;
 manufacture our drug candidates for clinical trials and for commercial sale;
 develop or manufacture drug candidates under any existing or future collaboration
and license arrangements, and the timing and amount of milestone and other
payments that we receive from or pay to third parties. See also “— Risks Relating
to Dependence on Third Parties — We have entered into collaboration and license
agreements with third parties in the development, manufacturing and
commercialization of drug candidates, and may seek and enter into additional
partnerships in the future. We may fail to identify suitable business partners or may
not realize the benefits of such partnerships as expected”;
 commercialize drug candidates in our pipeline for which we may obtain regulatory
approval;
 develop, maintain, expand and protect our intellectual property portfolio;
 attract and retain skilled personnel;
 expand our operations globally; and
 incur additional legal, accounting, investor relations, insurance and other expenses
associated with operating as a public company following the completion of this
offering.
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The size of our future net losses will depend, among other factors, on the rate of the future
growth of our expenses, our ability to generate revenues and the timing and amount of
milestone payments and other payments that we receive from or pay to third parties. If any of
our drug candidates fails during clinical trials or does not gain regulatory approval, or, even
if approved, fails to achieve market acceptance, our business may not become profitable. Even
if we achieve profitability in the future, we may not be able to sustain profitability in
subsequent periods thereafter. Our prior losses and expected future losses have had, and will
continue to have, an adverse effect on our business, financial condition and results of
operation.
We incurred net liabilities, net current liabilities and net operating cash outflows during
the Track Record Period, which may continue into the foreseeable future and expose us
to liquidity risk.
As of December 31, 2024, we had net liabilities of RMB111.1 million. In addition, we
recorded net current liabilities of RMB18.4 million, RMB145.0 million and RMB4.6 million
as of December 31, 2023 and 2024 and June 30, 2025, respectively. Our net liabilities and net
current liabilities position was primarily because we invested significant capital into the
research and development of our drug pipeline, and building up our technology platforms and
other capabilities to complement and support our business, which could expose us to liquidity
and financial risks. This in turn could require us to seek financing from external sources such
as debt issuance and bank borrowings, which may not be available on terms favorably or
commercially reasonable to us, or at all. See also “— Risks Relating to Our Financial Position
and Need for Additional Capital — We may need to obtain substantial additional financing to
fund our operations and expansion, and if we fail to do so, we may be unable to complete the
development and commercialization of our drug candidates.”
We recorded net cash used in operating activities of RMB287.5 million, RMB60.7 million
and RMB96.5 million for the years ended December 31, 2023 and 2024 and the six months
ended June 30, 2025, respectively, primarily for our research and development activities. We
may continue to experience net cash outflows from our operating activities from time to time.
See also “Financial Information — Liquidity and Capital Resources — Working Capital
Sufficiency.” Our forecast of the period of time through which our capital resources will be
adequate to support our operations is a forward-looking statement and involves risks and
uncertainties. We have based this estimate on assumptions that may prove to be wrong, and we
could exhaust our available capital resources sooner than we currently expect.
If we are unable to maintain adequate working capital or obtain sufficient financings to
meet our capital needs, we may be unable to continue our operations according to our plan,
default on our payment obligations and fail to meet our capital expenditure requirements,
which may have a material adverse effect on our business, financial condition, results of
operations and prospects.
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We may need to obtain substantial additional financing to fund our operations and
expansion, and if we fail to do so, we may be unable to complete the development and
commercialization of our drug candidates.
During the Track Record Period, we financed our operations, including our R&D
activities in relation to our preclinical studies and clinical trials, primarily through equity and
debt financing, as well as revenue from our licensing and collaboration arrangements. We
cannot assure you that we will be able to obtain such income in the future. We expect our
expenses to increase in connection with our ongoing development activities, particularly as we
advance the clinical development of our clinical-stage drug candidates, continue the research
and development of our preclinical-stage drug candidates and initiate additional clinical trials
of, and seek regulatory approval for, these and other future drug candidates. In addition, if we
obtain regulatory approvals for any of our drug candidates in the future, we expect to incur
significant commercialization expenses relating to product manufacturing, marketing, sales
and distribution and post-approval commitments to continue monitoring the efficacy and safety
data of our future products on the market. We may also incur expenses as we create additional
infrastructure to support our operations as a public company. Accordingly, we may need to
secure substantial additional funding in connection with our continuing operations through
public or private equity offerings, debt financing, collaborations or license arrangements or
other sources.
We expect to fund our future operations primarily with our cash on hand, cash flow from
our licensing and collaboration arrangements, bank borrowings, and proceeds from the Global
Offering. Upon the successful commercialization of one or more of our drug candidates, we
expect to fund our operations in part with income generated from sales of our commercialized
drug products. Changes in our ability to fund our operations may affect our cash flow and
results of operations. If we are unable to raise capital when needed or on acceptable terms, we
could be forced to delay, limit, reduce or terminate our research and development programs or
any future commercialization efforts.
Fluctuations in exchange rates could result in foreign currency exchange losses.
The Renminbi has fluctuated against the U.S. dollar and other currencies at times
significantly and unpredictably. Our cash and bank balances were denominated in Renminbi,
U.S. dollar, Euro, Australian Dollar and SEK during the Track Record Period. For the years
ended December 31, 2023 and 2024 and the six months ended June 30, 2024, we recorded net
foreign exchange gains of RMB0.2 million, RMB2.4 million and RMB0.6 million,
respectively. For the six months ended June 30, 2025, we recorded net foreign exchange losses
of RMB1.3 million. There is no assurance that we will incur foreign exchange gains in the
future or our foreign exchange loss will not be incurred in the future. The value of Renminbi
against the U.S. dollar and other currencies is affected by changes in political and economic
conditions and by foreign exchange policies, among other things. We cannot assure you that
Renminbi will not appreciate or depreciate significantly in value against the Hong Kong dollar
or U.S. dollar in the future. It is difficult to predict how market forces or PRC or U.S.
government policy may impact the exchange rate between Renminbi and the Hong Kong dollar
or U.S. dollar in the future.
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The proceeds from the Global Offering will be received in Hong Kong dollars. As a result,
any appreciation of the Renminbi against the U.S. dollar, the Hong Kong dollar or any other
foreign currencies may result in the decrease in the value of our proceeds from the Global
Offering. Conversely, any depreciation of the Renminbi may adversely affect the value of, and
any dividends payable on, our Shares in foreign currency. In addition, there are limited
instruments available for us to reduce our foreign currency risk exposure at reasonable costs.
Furthermore, we are also currently required to complete filings with and obtain approvals from
the State Administration of Foreign Exchange of the PRC (the “ SAFE ”) before converting
significant sums of foreign currencies into Renminbi. All of these factors could materially and
adversely affect our business, financial condition, results of operations and prospects, and
could reduce the value of, and dividends payable on, our Shares in foreign currency terms.
We have historically received financial incentives, such as government grants, and we may
not continue to receive such incentives in the future.
We have historically received various financial incentives, which primarily represented
government grants from local authorities to support our research and development activities.
We recorded government grants as other income of RMB25.5 million, RMB16.8 million,
RMB1.7 million and RMB6.9 million for the years ended December 31, 2023 and 2024 and the
six months ended June 30, 2024 and 2025, respectively. These government grants are provided
to us at the discretion of the relevant government authorities, who could determine at any time
to eliminate or reduce these financial incentives, and may therefore vary from period to period
going forward. For more details, see “Financial Information — Description of Selected
Components of the Consolidated Statements of Profit or Loss and Other Comprehensive
Income — Other Income and Gains.”
Since our receipt of the government grants is subject to the government’s discretion and
approval process, our net income in a particular period may be higher or lower relative to other
periods partly due to the potential changes in the government grants we actually receive, in
addition to any business or operational factors that we may otherwise experience. There is no
assurance that we will continue to receive such government grants at a similar level in the
future, or at all. The discontinuation of government grants and other financial incentives
currently available to us could have an adverse effect on our financial condition, results of
operations, cash flows and prospects.
Share-based payments may have a material and adverse effect on our financial
performance and cause shareholding dilution to our Shareholders.
We have established Employee Incentive Platforms for the benefit of our core employees,
Directors and senior management as remuneration for their services provided to us and to
incentivize and reward the eligible persons who have contributed to the success of our
Company. For further details, see “History and Corporate Structure — Corporate Development
and Major Shareholding Changes of Our Company — Employee Incentive Platforms.” For the
years ended December 31, 2023 and 2024 and the six months ended June 30, 2024 and 2025,
we incurred equity-settled share-based payment expenses of RMB25.5 million, RMB12.4
million, RMB12.4 million and RMB9.2 million, respectively. We believe the granting of
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share-based compensation is of significant importance to our ability to attract and retain key
personnel and employees, and we may continue to grant share-based compensation awards to
employees in the future. As a result, our expenses associated with share-based payments may
increase, which may affect our financial condition and results of operations. We may
re-evaluate the vesting schedules, lock-up period, exercise price or other key terms applicable
to the grants under our currently effective employee incentive plan from time to time. If we
choose to do so, we may experience substantial change in our share-based payments in the
reporting periods following this Offering. Further, issuance of additional Shares with respect
to such share-based payments may also dilute the shareholding of our existing Shareholders.
Disruptions in the financial markets and economic conditions could affect our ability to
raise capital.
Global economies could suffer dramatic downturns as the result of a deterioration in the
credit markets and related financial crisis as well as a variety of other factors including,
extreme volatility in security prices, severely diminished liquidity and credit availability,
ratings downgrades of certain investments and declining valuations of others. In the past,
governments have taken actions in an attempt to address and rectify these market and economic
conditions by providing liquidity and stability to the financial markets. If these actions are not
successful, the return of adverse economic conditions may cause a significant impact on our
ability to raise capital, if needed, on a timely basis and on acceptable terms.
In addition, concerns over the recent conflicts in the Middle East, Russian-Ukraine
conflicts, and unrest and terrorist threats in other territories, among others, add uncertainties
to the financial markets worldwide. It is unclear whether these challenges and uncertainties
will be contained or resolved, and what effects they may have on the global political and
economic conditions in the long term. See also “— Risks Relating to Our Operations — We
may be exposed to risks of conducting our business and operations in international markets.”
Our property valuation is based on certain assumptions which, by their nature, are
subjective and uncertain and may materially differ from actual results.
The property valuation report prepared by Asia-Pacific Consulting and Appraisal Limited,
an independent property valuer, set out as Appendix IV to this prospectus with respect to the
appraised values of our properties is based on various assumptions, which are subjective and
uncertain in nature. The assumptions that Asia-Pacific Consulting and Appraisal Limited used
in the property valuation report include that the seller sells the property interest in the market
without the benefit of a deferred term contract, leaseback, joint venture, management
agreement or any similar arrangement, which could serve to affect the value of the property
interests. Certain of the assumptions used by Asia-Pacific Consulting and Appraisal Limited in
reaching the appraised value of our properties may be inaccurate or unreasonable. In addition,
unforeseeable changes in general and local economic conditions or other factors beyond our
control may affect the value of our properties. As a result, the appraised value of our properties
may differ materially from the price we could receive in an actual sale of the properties in the
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market and should not be taken as their actual realizable value or an estimation of their
realizable value. Y ou should not place undue reliance on such values attributable to these
properties as appraised by Asia-Pacific Consulting and Appraisal Limited.
RISKS RELATING TO DEPENDENCE ON THIRD PARTIES
We have entered into collaboration and license agreements with third parties in the
development, manufacturing and commercialization of drug candidates, and may seek
and enter into additional partnerships in the future. We may fail to identify suitable
business partners or may not realize the benefits of such partnerships as expected.
We have in the past formed, and may continue to seek, strategic partnerships or other
collaborations, including entering into license arrangements with third parties that we believe
will complement or augment our drug development and commercialization efforts with respect
to existing drug candidates and any future drug candidates that we or our collaboration partners
may develop. In 2023, we entered into collaboration agreements with Boehringer Ingelheim
and Qilu Pharmaceutical, respectively, with over US$2.0 billion in total deal value. See
“Business — Licensing and Collaboration Arrangements” for details.
Our results of operations have been, and may continue to be, affected by our collaboration
and license arrangements. During the Track Record Period, a substantial portion of our revenue
was generated from such arrangements. Our existing and future collaboration and license
arrangements are subject to various risks, which may include the following:
 collaborators have significant discretion in determining the efforts and resources
that they will apply to a collaboration;
 the collaboration and license agreements could be terminated upon a short notice,
and our collaborators may elect to cease collaboration due to change in their
strategic focus, potential acquisition of competitive drugs, availability of funding, or
other external factors;
 collaborators may delay clinical trials, provide insufficient funding for a clinical
trial, discontinue a clinical trial, repeat or conduct new clinical trials, or require a
new formulation of a drug candidate for clinical testing;
 the milestone payments and royalties we are entitled to receive from our licensees
are conditioned upon the achievements of certain regulatory, development and
commercialization targets. We cannot guarantee that we will be able to receive the
aggregate amount as set out in the relevant agreements;
 collaborators may not properly maintain or defend our intellectual property rights or
may use our intellectual property or proprietary information in a way that gives rise
to actual or threatened litigation that could jeopardize or invalidate our intellectual
property or proprietary information or expose us to potential liability;
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 the licenses granted to us by third parties may not provide exclusive rights to use
licensed intellectual property in all relevant fields of use or in all territories in which
we may wish to develop or commercialize our future approved drugs;
 we may not have the right to control the preparation, filing, prosecution,
maintenance, enforcement or defense of patents and patent applications covering the
drug candidates and components we license from third parties, or the technology
underlying such drug candidates and components. Therefore, we cannot be certain
that these patents and patent applications will be prepared, filed, prosecuted,
maintained, enforced and defended in a manner consistent with the best interests of
our business;
 collaborators may not properly maintain or defend their intellectual property rights
which could jeopardize or invalidate the intellectual property rights granted to us
and result in a material adverse effect on our drug development;
 disputes may arise between us and a collaborator that cause a delay or termination
of the research, development or commercialization of our drug candidates, or that
result in costly litigation or arbitration that diverts management attention and
resources, or that harm our reputation;
 collaborators could independently develop, or develop with third parties, drugs that
compete directly or indirectly with our drugs;
 collaborators may own or co-own intellectual property covering our drug candidates
or future drugs that results from our collaborating with them, and in such cases, we
may not have the exclusive right over such intellectual property; and
 the collaboration and license relationships may be affected by geopolitical tensions,
including cross-border data transmission restrictions, trade policies and export
controls.
For these and other reasons, we may not achieve the outcomes and synergies expected
from our collaboration and license arrangements. These collaboration and license arrangements
are inherently uncertain, and are subject to significant business, economic and competitive
uncertainties and contingencies, many of which are difficult to predict and are beyond our
control. We may face operational and financial risks including increase in near- and long-term
expenditures, exposure to unknown liabilities, disruption of our business and diversion of our
management’s time and attention. Even if we achieve the expected benefits, we may not be able
to do so within the anticipated time frame.
Such collaboration and license agreements typically set out various procedures and
timelines with respect to, among other matters, clinical development, commercialization, and
financial obligations such as milestone payments and royalties. The terms of these agreements
are complex and can be subject to multiple interpretations. The resolution of any disagreements
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arising from these agreements could, for example, eliminate or narrow what we believe to be
the scope of our rights to the relevant intellectual properties or technologies, or increase what
we believe to be our financial or other obligations under the relevant agreements. Reduction
or elimination of our rights under such agreements may force us to negotiate new or restated
agreements with less favorable terms, or cause disruptions to our ongoing activities carried out
in reliance of such rights.
We face significant competition in seeking appropriate strategic partners and the
negotiation process can be time-consuming and complex. We may not be successful in our
efforts to establish a strategic partnership or other alternative arrangements for our drug
candidates because they may be deemed to be at too early of a stage of development for
collaborative effort, and third parties may not view our drug candidates as having the requisite
potential to demonstrate safety and efficacy or commercial viability. If and when we
collaborate with a third party for the development and commercialization of a drug candidate,
we may be required to relinquish some or all of the control over the future success of that drug
candidate to the third party. The collaborators may also consider alternative drug candidates or
technologies that may be available. For any drug candidates that we may seek to in-license
from third parties, we may face significant competition from other biopharmaceutical
companies with greater resources or capabilities than us, and any agreement that we do enter
into may not result in the anticipated benefits. See also “— Risks Relating to Our Operations
— Our potential engagement in acquisitions or strategic partnerships may increase our capital
requirements, dilute the value of your investment in our Shares, cause us to incur debt or
assume contingent liabilities, and subject us to other risks.”
If we are unable to reach agreements with suitable collaborators on a timely basis, on
acceptable terms, or at all, we may have to curtail the development of a drug candidate, reduce
or delay its development program or one or more of our other development programs, delay its
potential commercialization or reduce the scope of any sales or marketing activities, or
increase our expenditures and undertake development or commercialization activities at our
own expense. If we elect to fund and undertake development or commercialization activities
on our own, we may need to obtain additional expertise and additional capital, which may not
be available to us on acceptable terms or at all. If we fail to enter into collaboration and license
arrangements or do not have sufficient funds or expertise to undertake the necessary
development and commercialization activities, we may not be able to further develop our drug
candidates or bring them to market and generate product sales revenue, which would harm our
business, financial condition, results of operations and prospects.
As a result, we cannot be certain that, following a collaboration and license arrangement,
we will achieve the revenue or net income that justifies such transaction or such other benefits
that caused us to enter into the arrangement. Any of the foregoing could materially adversely
affect our business, financial condition, results of operations and prospects.
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We rely on third parties to monitor, support and/or conduct clinical trials and preclinical
studies of our drug candidates. If these third parties fail to comply with the applicable
regulatory requirements, procedures or contractual duties in line with agreed protocols,
we may not be able to obtain regulatory approval for, or commercialize, our drug
candidates, and our business could be materially affected.
We have relied upon and plan to continue to rely upon third-party CROs, clinical trial
sites, consultants and other third parties to monitor, support and conduct preclinical studies and
clinical trials of our drug candidates. As a result, we do not have full control over their
activities or the quality, timing and cost of these studies. Nevertheless, we are responsible for
ensuring that each of our studies is conducted in accordance with the applicable protocol and
legal, regulatory and scientific standards, and our reliance on the CROs and other third parties
does not relieve us of our regulatory responsibilities.
In particular, we, our CROs and our clinical investigators are required to comply with
GCP , good laboratory practice (“ GLP”) and other regulatory regulations and guidelines
enforced by the EMA, NMPA, FDA and comparable regulatory authorities for all of our drug
candidates in clinical development. Regulatory authorities may enforce these GCP , GLP or
other regulatory requirements through periodic inspections of trial sponsors, investigators and
trial sites. In addition, our clinical trials must be conducted with drug candidates or products
produced under cGMP requirements.
The CROs we engage may not always perform to our standards, may not produce results
in a timely manner or may fail to perform at all. We cannot control whether or not such CROs
will devote sufficient time and resources to our ongoing clinical, nonclinical and preclinical
programs. If our CROs fail to comply with the applicable GCP , GLP , cGMP or other regulatory
requirements, or otherwise fail to competently perform their contractual duties in line with
agreed protocols, the relevant data generated in our preclinical studies or clinical trials may be
deemed unreliable and the EMA, NMPA, FDA or other comparable regulatory authorities may
require us to rectify any data deficiencies and perform additional preclinical studies or clinical
trials before approving our marketing applications. Historically, data mishandling by a CRO
partner resulted in delays to the IND approval process for one of our drug candidates, requiring
us to undertake remedial actions before IND approval was eventually obtained. See “Business
— CRO Data Mishandling Identified in RBD1016’s First IND Application and Subsequent
Remediations.” There can be no assurance the regulatory authorities will determine that our
preclinical studies and clinical trials comply with all the applicable requirements. Failure to
meet the regulatory authorities’ expectation may lead us to repeat preclinical studies and
clinical trials, cause delays or other negative consequences in our regulatory approval
processes, which could have a material adverse impact on our drug development plan. See also
“— Risks Relating to the Development of Our Drug Candidates — The data and information
we rely on in our research and development process could be inaccurate or incomplete, which
could harm our study results, regulatory approval process, reputation and prospect.”
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Similarly, if other third parties fail to meet expected deadlines, timely transfer to us any
requisite information, adhere to protocols or act in accordance with regulatory requirements or
our agreements with them, or if they otherwise perform in a sub-standard manner or in a way
that compromises the quality or accuracy of their activities or the data they obtain, the clinical
trials of our drug candidates may be compromised, delayed, prolonged, suspended or
terminated, or our data may be rejected by the EMA, NMPA, FDA or other comparable
regulatory authorities.
Because we rely on third parties, our internal capacity to perform these functions is
limited. To the extent we are unable to identify and successfully manage the performance of
third-party service providers in the future, our business may be adversely affected. In addition,
the use of these third parties may require us to disclose our proprietary information or
confidential information concerning the subjects enrolled in our clinical trials from time to
time, which could increase the risk that such information will be misappropriated. Though we
carefully manage our relationships with our CROs and other third-party service providers,
there can be no assurance that we will not encounter challenges in the future or that these
challenges will not have a material adverse impact on our business, financial condition, results
of operations and prospects.
In addition, we may not be able to enter into arrangements with alternative CROs and
other third parties in a timely manner or do so on commercially reasonable terms, if our
existing relationships with these third parties terminate. Switching or adding CROs and other
third parties involves additional cost and delays, which can materially affect our ability to meet
our desired clinical development timelines. There can be no assurance that we will not
encounter similar challenges or delays in the future or that these delays or challenges will not
have a material adverse effect on our business, financial condition and prospects.
We may rely on third parties to manufacture our drug products for clinical development
and commercial sales and to provide a stable and adequate supply of quality materials
and products for our drug development and commercialization needs. Our business could
be harmed if these third parties suffer substantial disruption to supply chain and
production facilities, encounter problems in manufacturing or fail to deliver sufficient
quantities of product or at acceptable quality or price levels.
During the Track Record Period, we outsourced certain manufacturing activities,
primarily the formulation production, to reputable CDMOs in China. See “Business —
Manufacturing — Collaboration with CDMOs” for details. Going forward, we intend to
continue to engage third-party CDMOs to manufacture our drug candidates for our research
and development activities and commercial sales. Reliance on third-party CDMOs exposes us
to certain risks, including but not limited to the following:
 we may be unable to identify CDMOs on acceptable terms or at all because the
number of qualified CDMOs is limited and the EMA, NMPA, FDA or other
comparable regulatory authorities must evaluate and/or approve any CDMOs as part
of their regulatory oversight of our drug candidates;
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 our CDMOs may have limited capacity or limited manufacturing slots, which may
affect the timeline for the production of our drugs;
 our CDMOs are subject to periodic inspections and other government regulations by
the EMA, NMPA, FDA or other comparable regulatory authorities, including to
ensure strict compliance with the cGMP . We do not have full control over our
CDMOs’ compliance with these regulations and requirements;
 our CDMOs might be unable to timely manufacture our drug candidates or produce
the quantity and quality required to meet our clinical and future commercial needs,
if any;
 our CDMOs may not be able to execute our manufacturing procedures and other
logistical support requirements appropriately, or may otherwise fail to perform as
agreed;
 our CDMOs may not properly obtain, protect, maintain, defend or enforce our
intellectual property rights or may use our intellectual property or proprietary
information in a way that gives rise to actual or threatened litigation that could
jeopardize or invalidate our intellectual property or proprietary information or
expose us to potential liability;
 our CDMOs may infringe, misappropriate, or otherwise violate the patent, trade
secret, or other intellectual property rights of third parties;
 our CDMOs could terminate their agreements with us;
 raw materials and products procured by certain CDMOs may not be readily
obtainable elsewhere; and
 natural or man-made disasters, labor disputes, unstable political environments and
other events beyond our control may lead to interruption of the manufacturing
process.
See also “— Risks Relating to the Manufacturing and Commercialization of our Drug
Candidates — The manufacturing of biopharmaceutical products is a complex process, and we
have limited experience in manufacturing biopharmaceutical products on a large commercial
scale.”
In addition, during the Track Record Period, we and our CDMOs relied on third parties
to supply certain raw materials and products used in our research and development and clinical
trials. We expect to continue to rely on third parties to supply raw materials for the research,
development and commercialization of our drug candidates. Any disruption in production or
the inability of our suppliers or suppliers of our CDMOs to provide adequate quantities to meet
our or our CDMOs’ needs could impair our operations and the research and development of our
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drug candidates. Moreover, we expect our demand for such raw materials and products to
increase as we expand our business scale and commercialize our drug candidates, but there is
no assurance that current suppliers have the capacity to meet our demand.
The quality of the raw materials procured and products manufactured by CDMOs will
depend significantly on the effectiveness of our quality control and quality assurance and that
of our CDMOs. We cannot assure you that these quality control and quality assurance
procedures will be effective in consistently preventing and resolving deviations from our
quality standards or that our operating procedures will be complete or updated at all times. Any
significant failure or deterioration of our quality control and quality assurance protocol or
standard operating procedures could render our products unsuitable for use, jeopardize our
drug approvals or licenses and/or harm our market reputation and relationship with business
partners. Any such developments may have a material and adverse effect on our business,
financial condition and results of operations.
We may fail to effectively manage our network of distributors after our drug candidates
are successfully launched. Actions taken by our distributors could materially and
adversely affect our business, prospects and reputation.
We may rely in part on third-party distributors to distribute our drug candidates upon their
commercialization. Our ability to maintain and grow our business will depend on our ability
to maintain an effective distribution channel that ensures the timely and effective delivery of
our products to the relevant markets. We cannot guarantee that we will be able to effectively
manage our distributors, or that our distributors would not breach the distribution agreements
and the policies and measures we have in place to manage their distribution. If our distributors
take one or more of the following actions, our business, results of operations, prospects and
reputation may be adversely affected:
 breaching the distribution agreements or our policies and measures;
 failing to maintain the requisite licenses, permits or approvals, or failure to comply
with applicable regulatory requirements when selling our products; or
 violating anti-corruption, anti-bribery, competition or other laws and regulations of
China or other jurisdictions.
Any violation or alleged violation by our distributors of the distribution agreements, our
policies or any applicable laws and regulations could expose us to liabilities and monetary
damages, a decrease in the market value of our brand and an unfavorable public perception
about the quality of our products, resulting in a material adverse effect on our business,
financial condition, results of operations and prospects.
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If we cannot maintain or develop clinical collaborations and relationships with principal
investigators, KOLs, physicians and other industry experts, our results of operations and
prospects could be adversely affected.
Our relationships with principal investigators, key opinion leaders (“ KOLs ”), physicians
and other industry experts play an important role in our research and development and
marketing activities. We have established extensive interaction channels with principal
investigators, KOLs, physicians and experts to gain first-hand knowledge of unmet clinical
needs and clinical practice trends, which is critical to our ability to develop market-responsive
drugs. However, we cannot assure you that we will be able to maintain or strengthen our
clinical collaborations and relationships with principal investigators, KOLs, physicians and
other industry experts, or that our efforts to maintain or strengthen such relationships will lead
to the successful development and marketing of new products.
These industry participants may leave their roles, change their business or practice focus,
or choose to no longer cooperate with us or cooperate with our competitors instead. Even if
they continue to cooperate with us, their market insights and perceptions, which we take into
account in our research and development process, may be inaccurate and lead us to develop
products that do not have significant market potential. Even if their insights and perceptions
are correct, we may fail to develop commercially viable products. Industry participants may no
longer want to collaborate with us or attend our conferences, and our marketing strategy may
no longer be able to yield results that are commensurate to our efforts spent. If we are unable
to develop and maintain our relationships with industry participants as anticipated, our
business, financial condition and results of operations may be materially and adversely
affected.
RISKS RELATING TO OUR INTELLECTUAL PROPERTY RIGHTS
If we are unable to obtain and maintain adequate patent and other intellectual property
protection for our drug candidates, or if the scope of such intellectual property rights
obtained is not sufficiently broad, third parties could develop and commercialize products
and technologies similar or identical to ours and compete directly against us, and our
ability to successfully commercialize our drug candidates may be adversely affected.
Our commercial success depends, to a certain extent, on our ability to protect our
proprietary technology and drug candidates from competition by obtaining, maintaining,
defending and enforcing our intellectual property rights, including patent rights. We seek to
protect the drug candidates and technology that we consider commercially important primarily
by filing patent applications in China, the U.S. and other countries or regions, relying on trade
secrets or pharmaceutical regulatory protection or employing a combination of these methods.
As of the Latest Practicable Date, we owned 255 patents, including 62 issued patents in China,
65 issued patents in Europe, 18 issued patents in the U.S., 110 issued patents in other
jurisdictions, as well as 218 patent applications, including 76 in China, 17 in Europe, 19 in the
U.S., 21 under the Patent Cooperation Treaty (PCT), and 85 in other jurisdictions. See
“Business — Intellectual Property” for details. The process of prosecution and maintenance is
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expensive and time-consuming, and we or our business partners may not be able to file and
prosecute all necessary or desirable patent applications and secure other intellectual property
protection in all jurisdictions in a timely manner. It is also possible that we or our business
partners will fail to identify patentable aspects of our research and development output before
it is too late to obtain patent protection. Moreover, we or our business partners may fail to
timely identify third-party infringement of our intellectual property rights and take necessary
actions to defend and enforce our rights, or at all.
The patent position of biopharmaceutical companies generally involves complex legal
and factual questions, and can be frequently litigated. As a result, the issuance, scope, validity,
enforceability and commercial value of our patent rights are highly uncertain. Our current and
future patent applications may not be granted with approvals that effectively prevent third
parties from commercializing competitive technologies and drug candidates. The patent
examination process may require us or our business partners to narrow the scope of our or our
business partners’ current and future patent applications, which may then limit the scope of
patent protection that could be obtained. There can be no assurance that all of the potentially
relevant prior art relating to our patents and patent applications has been found. If such prior
art exists, it can invalidate a patent or prevent a patent application from being issued as a
patent. Moreover, if there are material defects in the form or preparation of our patents or
patent applications, such patents or applications may be invalid and unenforceable.
Even if patents are issued on these applications, there can be no assurance that a third
party will not challenge their validity, enforceability, or scope, which may result in the patent
claims being narrowed or invalidated, or that we will obtain sufficient claim scope in those
patents to prevent a third party from competing successfully with our drug candidates. We or
our business partners may become involved in interference, inter partes review, post-grant
review, ex parte reexamination, derivation, opposition or similar other proceedings challenging
our patent rights or the patent rights of others. An adverse determination in any such
proceeding could reduce the scope of, or invalidate, our patent rights, allow third parties to
commercialize our technology or drug candidates and compete directly with us, or result in our
inability to manufacture or commercialize drug candidates without infringing third-party patent
rights. Thus, even if our patent applications are issued as patents, they may not be issued in a
form that will provide us with any meaningful protection, prevent competitors from competing
with us or otherwise provide us with any competitive advantage.
The issuance of a patent is not conclusive as to its scope, validity or enforceability, and
our owned and licensed patents may be challenged in the courts or patent offices in any
jurisdictions. Such challenges may result in patent claims being narrowed, invalidated or held
unenforceable, which could limit our ability to stop or prevent us from stopping others from
using or commercializing similar or identical technology and drug candidates, or limit the
duration of the patent protection of our technology and drug candidates. As a result, our patent
portfolio may not provide us with sufficient rights to exclude others from commercializing
technology and drug candidates similar or identical to ours. Our competitors may also be able
to circumvent our patent issuance by developing similar or alternative technologies or drug
candidates in a non-infringing manner.
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Filing, prosecuting, maintaining and defending patents on drug candidates in all countries
throughout the world could be prohibitively expensive for us, and our intellectual property
rights in some countries can have a different scope and strength than those in some other
countries. In addition, the laws of certain countries do not protect intellectual property rights
to the same extent as the laws of certain other countries. Proceedings to enforce our intellectual
property and proprietary rights in foreign jurisdictions could result in substantial costs and
divert our efforts and attention from other aspects of our business, could put our patents at risk
of being invalidated or interpreted narrowly, could put our patent applications at risk of not
being issued, and could provoke third parties to assert claims against us.
Consequently, we may not be able to prevent third parties from practicing our inventions
in all countries, or from selling or importing drugs made using our inventions in and into
certain jurisdictions. Competitors may use our technologies in jurisdictions where we have not
obtained patent protection to develop their own drugs and further, may export otherwise
infringing drugs to certain jurisdictions where we have patent protection, but where
enforcement rights are not as strong as those in certain other countries. These drugs may
compete with our drug candidates and our patent rights or other intellectual property rights may
not be effective or adequate to prevent them from competing.
Patent protection depends on compliance with various procedural, regulatory and other
requirements, and our patent protection could be reduced or eliminated due to
non-compliance.
Periodic maintenance fees, renewal fees, annuity fees and various other governmental
fees on patents and patent applications are due to be paid to the China National Intellectual
Property Administration (the “ CNIPA”), the United States Patent and Trademark Office (the
“USPTO ”), the European Patent Office (the “ EPO”) and other applicable patent authorities in
several stages over the lifetime of a patent. The CNIPA, the USPTO, the EPO and other
applicable patent authorities require compliance with a number of procedural, documentary, fee
payment, and other similar provisions during the patent application process. There are
situations in which non-compliance, even an inadvertent lapse, can result in abandonment or
lapse of the patent or patent application, resulting in partial or complete loss of patent rights
in the relevant jurisdiction. Non-compliance events that could result in abandonment or lapse
of a patent or patent application include failure to respond to official actions within prescribed
time limits, non-payment of fees, and failure to properly legalize and submit formal documents
within prescribed time limits. In any such event, our competitors might be able to enter the
market, which would have a material adverse effect on our business.
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If our patent terms expire before or soon after our drug candidates are approved, or if
competitors successfully challenge our patents, our business may be materially harmed.
Lack of protection under the applicable patent linkage and patent term extension laws
and regulations could increase the risk of early generic competition.
Patents have a limited duration. Depending on the jurisdiction, various extensions may be
available, but the life of a patent, and the protection it affords, is limited. For example, the
expiration of a patent is generally 20 years from the date of application for inventions in China
and generally 20 years from the earliest date of filing of the first non-provisional patent
application to which the patent claims priority in the U.S. Even if patents covering our drug
candidates, their manufacture, or use are obtained, once the patent life has expired, we may be
open to competition from competitive medications, including biosimilar medications.
Manufacturers of generic or biosimilar drugs may challenge the scope, validity, or
enforceability of our patents in court or before a patent office, and we may not be successful
in enforcing or defending those intellectual property rights and, as a result, may not be able to
develop or market the relevant product exclusively, which would have a material adverse effect
on any potential sales of that product. Upon the expiration of our issued patents or patents that
may be issued from our patent applications, we will not be able to assert such patent rights
against potential competitors and our business and results of operations may be adversely
affected.
Given the amount of time required for the development, testing and regulatory review of
new drug candidates, patents protecting such drug candidates might expire before or shortly
after such drug candidates are commercialized. As a result, our owned and licensed patents and
patent applications may not provide us with sufficient rights to exclude others from
commercializing technology and products similar or identical to ours. Even if we believe that
we are eligible for certain patent term extensions, there can be no assurance that the applicable
authorities, including the FDA and the USPTO in the U.S., and any equivalent regulatory
authority in other countries, will agree with our assessment of whether such extensions are
available, and such authorities may refuse to grant extensions to our patents, or may grant more
limited extensions than we request. For example, depending upon the timing, duration and
specifics of any FDA marketing approval of any drug candidates we may develop, one or more
of our U.S. patents may be eligible for limited patent term extension under the Drug Price
Competition and Patent Term Restoration Action of 1984, or Hatch-Waxman Amendments. The
Hatch-Waxman Amendments permit a patent extension term of up to five years as
compensation for the patent term lost during the FDA regulatory review process. A patent term
extension cannot extend the remaining term of a patent beyond a total of 14 years from the date
of product approval, only one patent may be extended, and only those claims covering the
approved drug, a method for using it, or a method for manufacturing it, may be extended.
Similarly, the amendment to the PRC Patent Law which was promulgated in October 2020
introduces patent extensions to patents of new drugs launched in the PRC, which may enable
the patent owner to submit applications for a patent term extension of up to a maximum length
of five years, and the total effective term of the patent shall not exceed 14 years from the date
of product approval. However, we may not be granted an extension because of, for example,
failing to exercise due diligence during the testing phase or regulatory review process, failing
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to apply within applicable deadlines, failing to apply prior to the expiration of relevant patents,
or otherwise failing to satisfy applicable requirements. Moreover, the applicable time period or
the scope of patent protection afforded could be less than we request. If we are unable to obtain
a patent term extension or the term of any such extension is less than we request, our
competitors may obtain approval of competing products following our patent expiration, and
our business could be harmed.
In addition, some of our patents and patent applications may be co-owned with third
parties. If we are unable to obtain an exclusive license to any such third-party co-owners’
interest in such patents or patent applications, such co-owners may be able to license their
rights to other third parties, including our competitors, and our competitors could market
competing products and technology. Besides this, we may need the cooperation of any such
co-owners of our patents in order to enforce such patents against third parties, and such
cooperation may not be provided to us. Any of the foregoing could have a material adverse
effect on our competitive position, business, financial condition, results of operations and
prospects.
If our trademarks and trade names are not adequately protected, then we may not be able
to build name recognition in our markets of interest and our business may be adversely
affected.
We own a number of trademarks in China, Europe, the U.S. and other jurisdictions. Our
trademarks or trade names may be challenged, infringed, circumvented or declared generic or
determined to be infringing on other marks, and may not be registered in all the necessary or
desirable jurisdictions and categories in which we intend to sell our future products or provide
our future services. We may not be able to protect our rights to these trademarks and trade
names, which we need to build name recognition among potential partners or customers in our
markets of interest. At times, competitors may adopt trade names or trademarks similar to ours,
thereby impeding our ability to build brand identity and possibly leading to market confusion.
In addition, there could be potential trade name or trademark infringement claims brought by
owners of other registered trademarks or trademarks that incorporate variations of our
registered or unregistered trademarks or trade names.
Over the long term, if we are unable to establish name recognition based on our
trademarks and trade names, we may not be able to compete effectively and our business may
be adversely affected. In the future, we may license our trademarks and trade names to third
parties, such as business partners and collaborators. Though these license agreements may
provide guidelines for how our trademarks and trade names may be used, a breach of these
agreements or misuse of our trademarks and trade names by our licensees may jeopardize our
rights in or diminish the goodwill associated with our trademarks and trade names.
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If we are unable to protect the confidentiality of our trade secrets, our business and
competitive position would be harmed.
In addition to our issued patents and pending patent applications, we rely on trade secret
and confidential information, including unpatented know-how, technology and other
proprietary information, to maintain our competitive position and to protect our drug
candidates. If we rely on third parties to manufacture or commercialize our current or any
future drug candidates, or if we collaborate with third parties for the development of our
current or any future drug candidates, we must, at times, share trade secrets with them, which
increases the possibility that a competitor will discover them or that our trade secrets will be
misappropriated or disclosed. We seek to protect our trade secrets and confidential information,
in part, by entering into non-disclosure, confidentiality and similar agreements with parties that
have access to them, such as our employees, corporate collaborators, outside scientific
collaborators, sponsored researchers, consultants, advisers and other third parties. Any of these
parties may breach such agreements and disclose our proprietary information, and we may not
be able to obtain adequate remedies for such breaches. Moreover, we cannot guarantee that we
have entered into such agreements with each party that may have or has had access to our trade
secrets or proprietary technology and processes.
Despite our efforts to protect our trade secrets, our competitors may discover our trade
secrets, either through a breach of our agreements with third parties, independent development
or publication of information by any third-party collaborators. Given that our proprietary
position is based, in part, on our know-how and trade secrets, a competitor’s discovery of our
trade secrets or other unauthorized use or disclosure could have an adverse effect on our
business and results of operations. Enforcing a claim that a party illegally disclosed or
misappropriated a trade secret can be difficult, expensive and time-consuming, and the
outcome is unpredictable. If we are unable to prevent unauthorized material disclosure of our
trade secrets and confidential information to third parties, or misappropriation of our trade
secrets and confidential information by third parties, we will not be able to establish or
maintain a competitive advantage in our market, which could materially and adversely affect
our business, financial condition, and results of operations. If any of our trade secrets were to
be lawfully obtained or independently developed by a competitor or other third party, we would
have no right to prevent them from using that technology or information to compete with us
and our competitive position would be harmed.
Furthermore, many of our employees, including our senior management, were previously
employed at other biotechnology or biopharmaceutical companies, including our competitors
or potential competitors. Some of these employees, including members of our senior
management, executed proprietary rights, non-disclosure and non-competition agreements in
connection with such previous employment. We may be subject to claims that we or these
employees have used or disclosed intellectual property, including trade secrets or other
proprietary information, of any such individual’s former employer. If we fail to defend any
such claims, in addition to paying monetary damages, we may lose valuable intellectual
property rights or personnel. Even if we are successful in defending against such claims,
litigation could result in substantial costs and be a distraction to our management.
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In addition, while we typically require our employees, consultants and contractors who
may be involved in the development of intellectual property to execute agreements assigning
such intellectual property to us, we may be unsuccessful in executing such an agreement with
each party who in fact develops intellectual property that we regard as our own. Further, the
assignment of intellectual property rights may not be self-executing, or the assignment
agreements may be breached, each of which may result in claims by or against us related to the
ownership of such intellectual property.
Litigation may be necessary to defend against these claims. If we fail in prosecuting or
defending any such claims, in addition to paying monetary damages, we may lose valuable
intellectual property rights. Even if we are successful in prosecuting or defending against such
claims, litigation could result in substantial costs, be a distraction to our management and
scientific personnel and have a material adverse effect on our business, financial condition,
results of operations and prospects. See also “— Risks Relating to Our Intellectual Property
Rights — We may from time to time be involved in legal proceedings and disputes to protect
or enforce our intellectual property rights, or defend against infringement and other claims
alleged by third parties, which could be expensive, time-consuming and unsuccessful.”
Intellectual property and other laws and regulations are subject to change, which could
diminish the value of our intellectual property in general, thereby impairing our ability
to protect our current and any future drug candidates.
Obtaining and enforcing patents in the biopharmaceutical industry involve a high degree
of technological and legal complexity. Therefore, obtaining and enforcing biopharmaceutical
patents is costly, time-consuming and inherently uncertain. Changes in either the patent laws
or in the interpretations of patent laws in China, Europe, the U.S. and other countries may
diminish the value of our intellectual property and may increase the uncertainties and costs
surrounding the prosecution of patent applications and the enforcement or defense of issued
patents. We cannot predict the breadth of claims that may be allowed or enforced in our future
patents or in third-party patents. In addition, there are periodic proposals for changes to the
patent laws in China, Europe, the U.S. and other countries that, if adopted, could impact our
ability to enforce our proprietary technology.
For example, in China, intellectual property laws are constantly evolving, with efforts
being made to improve intellectual property protection in the PRC. For example, on October
17, 2020, the Standing Committee of the National People’s Congress of the PRC (the
“SCNPC ”) promulgated the Amendment to the PRC Patent Law effective from June 1, 2021,
which provides that, among others, the patentee of an invention patent relating to the new drug
that has been granted the marketing authorization in the PRC is entitled to request the patent
administration department under the State Council to grant a patent term extension of up to five
years, in order to compensate the time required for the regulatory evaluation and approval for
the commercialization of such a new drug; provided that, the total remaining patent term of
such a new drug approved for commercialization shall not exceed fourteen (14) years after such
approval. As a result, the terms of our PRC patents may be eligible for extension and allow us
to extend patent protection of our products, and the terms of the patents owned by third parties
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may also be extended, which may in turn affect our ability to commercialize our products
candidates, if and when approved, without facing infringement risks. The length of any such
patent term extension is uncertain. If we are required to delay commercialization for an
extended period of time, technological advances may develop and new competitor products
may be launched, which may render our product non-competitive. We also cannot guarantee
that other changes to PRC intellectual property laws would not have a negative impact on our
intellectual property protection.
Evolving judicial interpretation of patent law could also adversely affect our business.
The U.S. Supreme Court and the U.S. Court of Appeals for the Federal Circuit have issued
numerous precedential opinions in recent years narrowing the scope of patent protection
available in certain circumstances or weakening the rights of patent owners in certain
situations. In addition to increasing uncertainty with regard to our ability to obtain patents in
the future, this combination of events has created uncertainty with respect to the value of
patents, once obtained. Depending on future actions by the U.S. Congress, the U.S. federal
courts, the USPTO or similar authorities in foreign jurisdictions, the laws and regulations
governing patents could change in unpredictable ways that would weaken our ability to obtain
new patents or to enforce or defend patents that we have licensed or that we might own or
license in the future.
Similarly, changes in patent laws and regulations in other countries or jurisdictions or
changes in the governmental bodies that enforce them or changes in how the relevant
governmental authority enforces patent laws or regulations may weaken our ability to obtain
new patents or to enforce our current and future owned and licensed patents.
Intellectual property rights do not necessarily protect us from all potential threats to our
competitive advantages.
The degree of future protection afforded by our intellectual property rights is uncertain
because intellectual property rights have limitations, and may not adequately protect our
business nor permit us to maintain our competitive advantages. The following examples are
illustrative:
 others may be able to make drug candidates that are the same as or similar to our
drug candidates but that are not covered by the claims of the patents that we own or
may have exclusively licensed;
 others may independently develop similar or alternative technologies or duplicate
any of our technologies without infringing our intellectual property rights;
 third parties might conduct research and development activities in countries where
we do not have patent rights and then use the information learned from such
activities to develop competitive products for sale in our major commercial markets;
and
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 we may not develop additional technologies that are patentable.
We may from time to time be involved in legal proceedings and disputes to protect or
enforce our intellectual property rights, or defend against infringement and other claims
alleged by third parties, which could be expensive, time-consuming and unsuccessful.
Litigation relating to patents and other intellectual property rights in the
biopharmaceutical and pharmaceutical industries is common, including patent administrative
proceedings, patent ownership and patent infringement lawsuits. The various markets in which
we plan to operate are subject to frequent and extensive litigation regarding patents and other
intellectual property rights. Third parties could resort to litigation against us or other parties
we have agreed to indemnify, which litigation could be based on either existing intellectual
property or intellectual property that arises in the future. Some claimants may be able to sustain
the costs of complex intellectual property proceedings to a greater degree and for longer
periods of time than we could.
Despite measures we take to obtain and maintain patents and other intellectual property
rights with respect to our drug candidates, our intellectual property rights could be challenged
or invalidated. The outcome following legal assertions of invalidity and unenforceability
during patent litigation can be unpredictable. On the other hand, competitors or other third
parties may infringe or misappropriate our patents and other intellectual property rights. To
counter infringement or unauthorized use, we may be required to file infringement claims,
which can be expensive and time-consuming. In any infringement proceeding, a court may
decide that a patent of ours is not valid or is unenforceable, or may refuse to stop the other
party from using the technology at issue on the grounds that our patents do not cover the
technology in question.
Even if we have established infringement, the court may decide not to grant an injunction
against further infringing activity and instead award only monetary damages, which may not
be an adequate remedy. Enforcing our intellectual property rights against third parties may also
cause such third parties to file other counterclaims against us, which could be costly to defend
and could require us to pay substantial damages. In addition, if the breadth or strength of
protection provided by our patents and other intellectual property rights is threatened, it could
dissuade companies from collaborating with us to license, develop, or commercialize our
current or future drug candidates. Any loss of intellectual property protection could have a
material adverse impact on one or more of our drug candidates and our business.
On the other hand, we cannot guarantee that our drug candidates or the sale or use of our
future products do not and will not in the future infringe, misappropriate or otherwise violate
third-party patents or other intellectual property rights. Third parties could allege that we are
infringing their patent rights or that we have misappropriated their trade secrets, or that we are
otherwise violating their intellectual property rights, whether with respect to the manner in
which we have conducted our research, or with respect to the use or manufacture of the
compounds we have developed or are developing. If a third party were to assert claims of
patent infringement against us, even if we believe such third-party claims are without merit, a
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court of competent jurisdiction could hold that these third-party patents are valid, enforceable
and infringed, and the holders of any such patents may be able to block our ability to
commercialize the applicable product unless we obtained a license under the applicable
patents, or until such patents expire or are finally determined to be invalid or unenforceable.
In order to avoid or settle potential claims with respect to any patent or other intellectual
property rights of third parties, we may choose or be required to seek a license from a third
party and be required to pay license fees or royalties or both, which could be substantial. These
licenses may not be available on acceptable terms, or at all. Even if we were able to obtain a
license, the rights may be nonexclusive, which could result in our competitors gaining access
to the same intellectual property. Ultimately, we could be prevented from commercializing a
drug candidate, or be forced, by court order or otherwise, to modify or cease some or all aspects
of our business operations, if, as a result of actual or threatened patent or other intellectual
property claims, we are unable to enter into licenses on acceptable terms. Further, we could be
found liable for significant monetary damages as a result of claims of intellectual property
infringement.
An adverse result in any litigation or defense proceedings could put one or more of our
intellectual property rights at risk of being invalidated or interpreted narrowly. Even if
successful, litigation may result in substantial costs and distraction of our management and
other employees. Furthermore, because of the substantial amount of discovery required in
connection with intellectual property litigation, there is a risk that some of our confidential
information could be compromised by disclosure during this type of litigation. In addition,
there could be public announcements of the results of hearings, motions or other interim
proceedings or developments. If the public, securities analysts or investors perceive these
results to be negative, or perceive that the presence or continuation of these cases creates a
level of uncertainty regarding our ability to increase or sustain product sales, it could have a
substantial adverse effect on the price of our Shares. There is no assurance that our drug
candidates will not be subject to the same risks.
RISKS RELATING TO THE MANUFACTURING AND COMMERCIALIZATION OF
OUR DRUG CANDIDATES
The future commercial success of our drug candidates will depend on the degree of their
market acceptance among physicians, patients and others in the medical community.
Even if our drug candidates receive the requisite regulatory approval, they may fail to
gain sufficient market acceptance by physicians, patients, medical institutions, pharmacies,
third-party payers and other relevant parties in the medical community. If our drug candidates
do not achieve an adequate level of acceptance, we may not generate significant revenue from
sales of our drugs and we may not become profitable. The degree of market acceptance of our
drug candidates, if and only when they are approved for commercial sale, will depend on a
number of factors, including, but not limited to:
 the clinical indications for which our drug candidates are approved;
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 physicians’ and patients’ perception of our drug candidates as a safe and effective
treatment;
 the potential and perceived advantages of our drug candidates over alternative
treatments;
 the prevalence and severity of any side effects;
 product labeling or package insert requirements of the EMA, NMPA, FDA or other
comparable regulatory authorities;
 limitations or warnings contained in the labeling approved by the EMA, NMPA,
FDA or other comparable regulatory authorities;
 the timing of market introduction of our drug candidates, as well as competitive
drugs;
 the cost of treatment in relation to alternative treatments;
 the amount of upfront costs or training required for physicians to administer our
drug candidates;
 the availability of adequate coverage and reimbursement by government authorities;
 the willingness of patients to pay any out-of-pocket expenses in the absence of
coverage and reimbursement by third-party payors and governmental authorities;
 relative convenience and ease of administration, including as compared to
alternative treatments and competitive therapies; and
 the effectiveness of our sales and marketing efforts.
Even if our drugs achieve market acceptance, we may not be able to maintain that market
acceptance over time if new products or technologies are introduced that are more favorably
received than our drugs, are more cost-effective or render our drugs obsolete. Our failure to
achieve or maintain market acceptance for our future approved drug candidates would
materially adversely affect our business, financial condition, results of operations and
prospects.
We have limited experience in launching and marketing drug candidates. If we fail to
establish, expand and optimize an effective sales and distribution network for our drugs,
our business could be adversely affected.
Our operations to date have been largely focused on developing our drug candidates,
primarily undertaking preclinical studies and conducting clinical trials. Although members of
our management have years of experience relating to marketing and commercialization, we
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have not yet demonstrated an ability to launch and commercialize any of our drug candidates.
As a result, our ability to successfully commercialize our drug candidates may involve more
inherent risk, take longer, and cost more than it would if we were a company with experience
launching and marketing drug candidates.
We will have to compete with other biopharmaceutical companies to recruit, hire, train
and retain marketing and sales personnel. If we are unable to, or decide not to, further develop
internal sales, marketing and commercial distribution capabilities for any or all of our drug
candidates, we will likely pursue collaborative arrangements for the sales and marketing of our
drug candidates. However, there can be no assurance that we will be able to establish or
maintain such collaborative arrangements, or if we are able to do so, that they will have
effective sales forces. Any revenue we receive will also depend upon the efforts of such third
parties. We could have little or no control over the marketing and sales efforts of such third
parties, and our revenue from drug product sales may be lower than if we had commercialized
our drug candidates ourselves. We also face competition in our search for third parties to assist
us with the sales and marketing efforts for our drug candidates.
There can be no assurance that we will be able to further develop and successfully
maintain in-house sales and commercial distribution capabilities or establish or maintain
relationships with third-party collaborators to successfully commercialize any product, and as
a result, we may not be able to generate revenue from sales of drug products.
The size of the potential market for our current or future drug candidates is difficult to
estimate and, if any of our assumptions are inaccurate, the actual markets for our current
or future drug candidates may be smaller than our estimates.
Our projections of the number of patients who have the potential to benefit from treatment
with our drug candidates are based on our beliefs and estimates. These estimates have been
derived from a variety of sources, including scientific literature, surveys of clinics, patient
foundations, or market research and may prove to be incorrect. Further, new studies may
change the estimated incidence or prevalence of these diseases. The number of patients may
turn out to be fewer than expected. As a result, the potentially addressable patient population
and market size for our drug candidates may be smaller than our estimates.
Furthermore, there is no guarantee that any of our drug candidates, even if approved,
would be approved for the line of therapy we are aiming for. For indications with
well-established standard of care therapies, the EMA, NMPA, FDA and other comparable
regulatory authorities may approve new therapies initially only for later lines of therapy. While
we may seek approval for our drug candidates as an early-line therapy for certain indications,
there is no guarantee that they will be approved as such. As a result, even if we obtain market
approval for our drug candidates, we may not achieve the anticipated market size and revenue
unless such market approval is for the intended lines of therapy or for additional indications.
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Even if we are able to commercialize any approved drug candidates, reimbursement may
be limited or unavailable in certain market segments for our drug candidates, and we may
be subject to unfavorable pricing regulations, which could harm our business.
The regulations that govern regulatory approvals, pricing and reimbursement for new
therapeutic products vary widely from country to country. We intend to seek approval to market
our drug candidates in Europe, China, the U.S. and other jurisdictions. In China, the pricing of
certain drugs and biologics is subject to governmental regulation, which can take considerable
time even after obtaining regulatory approval. Our ability to successfully commercialize any
approved drug candidates will also depend in part on the extent to which reimbursement for
these drugs and related treatments will be available from government health administration
authorities, private health insurers and other organizations.
A primary trend in the global healthcare industry is cost containment. Government
authorities and third-party payers have attempted to control costs by limiting coverage and the
amount of reimbursement for particular medications. In China, the Ministry of Human
Resources and Social Security of China, together with other government authorities, review the
inclusion or removal of drugs from the China’s National Drug Catalog for Basic Medical
Insurance, Work-related Injury Insurance and Maternity Insurance (2024) (ڭ
ͦ፽ (2024 ϋ)), or the National Reimbursement Drug List (the
“NRDL ”), regularly, and the tier under which a drug will be classified, both of which affect
the amounts reimbursable to program participants for their purchases of those drugs.
There can be no assurance that any of our future approved drug candidates will be
included in the NRDL. If we were to successfully launch commercial sales of our products but
fail in our efforts to have our products included in the NRDL, our revenue from commercial
sales would be highly dependent on patients’ self-payment, which could make our products less
competitive. Patients may choose other drugs with similar efficiency but lower price which
have been included in the NRDL. Additionally, even if the Ministry of Human Resources and
Social Security of China or any of its local counterparts were to accept our application for the
inclusion of products in the NRDL, our potential revenue from the sales of these products could
still decrease as a result of the significantly lowered prices we may be required to charge for
our products to be included in the NRDL.
In Europe, most countries have national healthcare systems with formal processes for
assessing whether new therapies should be covered and reimbursed. These systems typically
employ Health Technology Assessment (HTA) frameworks to evaluate both the clinical
effectiveness and cost-effectiveness of new drugs, which serve as important inputs into
national reimbursement decisions — though the impact and implementation of HTA
recommendations may vary across countries. While inclusion in national reimbursement
systems can provide broad market access and stable revenue streams for innovative products,
the process often involves lengthy assessments, price negotiations, and requirements for
substantial evidence demonstrating added value over existing therapies. For truly innovative
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treatments addressing unmet medical needs, favorable reimbursement pathways may be
available; however, pricing pressures, divergent national policies, and administrative
complexity may result in delays or limitations in market access across different European
jurisdictions.
In the U.S., no uniform policy of coverage and reimbursement for drugs exists among
third-party payers. As a result, obtaining coverage and reimbursement approval of a drug from
a government or other third-party payer is a time-consuming and costly process that could
require us to provide to each payer supporting scientific, clinical and cost-effectiveness data
for the use of our future approved drugs on a payer-by-payer basis, with no assurance that
coverage and adequate reimbursement will be obtained. Even if we obtain coverage for a given
drug, the resulting reimbursement rates might not be adequate for us to achieve or sustain
profitability or may require co-payments that patients find unacceptably high. Additionally,
third-party payers may not cover, or provide adequate reimbursement for, long-term follow-up
evaluations required following the use of our future approved drug candidates. Patients are
unlikely to use any of our future approved drug candidates unless coverage is provided and
reimbursement is adequate to cover a significant portion of the cost of the drugs.
We cannot be sure that reimbursement will be available for any approved drug candidates
that we commercialize and, if reimbursement is available, what the level of reimbursement will
be. Reimbursement may impact the demand for, or the price of, any approved drug candidates
that we commercialize. If reimbursement is not available or is available only to limited levels,
we may not be able to successfully commercialize any drug candidates that we successfully
develop.
There may also be significant delays in obtaining reimbursement for approved drug
candidates, and reimbursement coverage may be more limited than the approved indications of
the drug candidates by the EMA, NMPA, FDA or other comparable regulatory authorities.
Moreover, eligibility for reimbursement does not imply that any drug will be paid for in all
cases or at a rate that covers our costs, including research, development, manufacture, sale and
distribution. Payment rates may vary according to the uses of the drugs and the clinical setting
in which the drugs are used, may be based on payments allowed for lower-cost drugs that are
already reimbursed, and may be incorporated into existing payments for other services. Our
inability to promptly obtain reimbursement coverage at intended payment rates for our drug
candidates and any new drug candidates that we develop could have a material adverse effect
on our business, operating results, and overall financial conditions.
The manufacturing of biopharmaceutical products is a complex process, and we have
limited experience in manufacturing biopharmaceutical products on a large commercial
scale.
As of the Latest Practicable Date, we had not commercialized any drug candidates. As a
result, we have limited experience in manufacturing biopharmaceutical products on a
commercial scale, which is a complex process requiring significant expertise and capital
investment, in part due to strict regulatory requirements. We cannot assure you that issues
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relating to the manufacturing of our drug candidates will not occur in the future. We also face
certain risks in relation to the CDMOs we engage for manufacturing activities. See “— Risks
Relating to Dependence on Third Parties — We may rely on third parties to manufacture our
drug products for clinical development and commercial sales and to provide a stable and
adequate supply of quality materials and products for our drug development and
commercialization needs. Our business could be harmed if these third parties suffer substantial
disruption to supply chain and production facilities, encounter problems in manufacturing or
fail to deliver sufficient quantities of product or at acceptable quality or price levels.”
Issues may arise during the manufacturing process for reasons including: (i) equipment
malfunction, (ii) failure to follow specific protocols and procedures, (iii) problems with raw
materials, (iv) changes in manufacturing production sites or limits to manufacturing capacity
due to regulatory requirements, (v) changes in the type of products produced, (vi) advances in
manufacturing techniques, (vii) physical limitations that could inhibit continuous supply, and
(viii) the occurrence of natural disasters.
If problems arise during the production process of certain future products, a batch or
several related batches of such products may have to be discarded and cause production delays,
cost increases, lost revenue and damage to customer relationships and our reputation. If
problems are not discovered before the relevant products are released to the market, we may
incur additional costs in connection with product recalls and product liability.
Failure to obtain and maintain regulatory approvals for our manufacturing facilities, and
any disruption or suspension of manufacturing activities may affect our business and
results of operations.
As of the Latest Practicable Date, our manufacturing activities were primarily limited to
supporting our drug development process. We also engaged, and will continue to engage,
industry-recognized CDMOs to supplement our in-house capacity so as to enhance efficiency
and reduce operational and regulatory compliance costs. For more details, see “Business —
Manufacturing.” If we fail to obtain and maintain regulatory approvals for our manufacturing
facilities, we may not be able to manufacture sufficient quantities of our drug candidates,
which would limit our development and commercialization activities and our opportunities for
growth. Cost overruns associated with maintaining or expanding our facilities could also
require us to raise additional funds from other sources.
Our manufacturing facilities are required to obtain and maintain regulatory approvals,
including being subject to ongoing, periodic inspection by the EMA, NMPA, FDA or other
comparable regulatory authorities to ensure compliance with cGMP regulations. Our
manufacturing facilities are designed in compliance with requirements under the cGMP
standards, and other applicable regulations and guidelines in China, Europe, the U.S. and other
relevant jurisdictions. We cannot guarantee, however, that we will be able to adequately follow
and document our adherence to such cGMP regulations or other regulatory requirements.
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Remediating deficiencies, if any, can be laborious, time-consuming and costly. Failure to
obtain and maintain such regulatory approvals may materially affect our R&D activities, and
seriously delay the clinical trials and commercialization of our drug candidates.
We may also encounter problems with achieving adequate or clinical-grade products that
meet the EMA, NMPA, FDA or other comparable regulatory authority standards or
specifications, maintain consistent and acceptable production costs, experience shortages of
qualified personnel, raw materials or key contractors, and experience unexpected damage to
our facilities or the equipment in them. In these cases, we may be required to delay or suspend
our manufacturing activities. We may be unable to secure temporary, alternative manufacturers
for our drugs with the terms, quality and costs acceptable to us, or at all. Such an event could
delay our clinical trials and/or the availability of our products for commercial sale. Moreover,
we may spend significant time and costs to remedy these deficiencies before we can continue
production at our manufacturing facilities. We may also be subject to sanctions for failure to
comply with applicable regulations, including fines, injunctions, penalties, suspension of
clinical trials, failure of regulatory authorities to grant marketing approval of our drug
candidates, suspension or withdrawal of approvals, supply disruptions, seizures or recalls of
our drug candidates, operating restrictions and criminal prosecutions, any of which may harm
our business. See “— Risks Relating to Dependence on Third Parties — We may rely on third
parties to manufacture our drug products for clinical development and commercial sales and to
provide a stable and adequate supply of quality materials and products for our drug
development and commercialization needs. Our business could be harmed if these third parties
suffer substantial disruption to supply chain and production facilities, encounter problems in
manufacturing or fail to deliver sufficient quantities of product or at acceptable quality or price
levels.”
We may not be able to maintain effective quality control over our drug products.
The quality of our products, including drug candidates we used for research and
development purposes, will depend significantly on the effectiveness of our quality control and
quality assurance, which in turn depends on factors such as the production processes, the
quality and reliability of equipment used, the capabilities of the CDMOs we engage and our
ability to ensure that they adhere to our quality control and quality assurance protocol. We
operate a comprehensive quality control system, which is established and refined in accordance
with the rigorous regulations and guidelines. See “Business — Quality Management.”
However, we cannot assure you that our quality control and quality assurance procedures will
be effective in consistently preventing and resolving deviations from our quality standards or
that our standard operating procedures will be complete or updated at all times. Any significant
failure or deterioration of our quality control and quality assurance protocol or standard
operating procedures could render our products unsuitable for use, resulting in gaps in the audit
of our processes, and/or harm our market reputation and relationship with business partners.
Any such developments may have a material and adverse effect on our business, financial
condition and results of operations.
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Illegal and/or parallel imports and counterfeit pharmaceutical products may reduce
demand for our future approved drug candidates and could have a negative impact on our
reputation and business.
The illegal importation of competing products from countries where government price
controls or other market dynamics result in lower prices may adversely affect the demand for
our future approved drug candidates and, in turn, may adversely affect our sales and
profitability in Europe, China, the U.S. and other countries and regions where we
commercialize our products in the future. Illegal imports may continue to occur or even
increase as the ability of patients and other customers to obtain these lower priced imports
continues to grow. In addition, governmental authorities may expand consumers’ ability to
import lower priced versions of our future approved products or competing products.
Cross-border imports from lower-priced markets (which are known as parallel imports) into
higher-priced markets could harm sales of our future drug products and exert commercial
pressure on pricing within one or more markets. Any future legislation or regulations that
increase consumer access to lower priced medicines could have a material adverse effect on our
business.
Furthermore, certain products distributed or sold in the pharmaceutical market may be
manufactured without proper licenses or approvals, or be fraudulently mislabeled with respect
to their content or manufacturers. These products are generally referred to as counterfeit
pharmaceutical products. The counterfeit pharmaceutical product control and enforcement
system, particularly in developing markets, may be inadequate to discourage or eliminate the
manufacturing and sale of counterfeit pharmaceutical products imitating our products. Since
counterfeit pharmaceutical products in many cases have similar appearances compared with the
authentic pharmaceutical products but are generally sold at lower prices, counterfeits could
quickly erode the demand for our drug candidates approved in the future. In addition, thefts of
our inventory at warehouses, plants or while in-transit could lead to our products being
wrongfully stored and handled, and eventually sold through unauthorized channels. A patient
who receives a counterfeit or unauthorized pharmaceutical product may be at risk for a number
of dangerous health consequences, which potentially exposes us to product liability claims,
government investigations, and other disputes and negative consequences. Our reputation and
business could suffer harm as a result of counterfeit or unauthorized pharmaceutical products
sold under our or our collaborators’ brand name(s).
Negative results from off-label use of our future marketed drug products could harm our
business reputation, product brand and financial condition and expose us to liability.
Products distributed or sold in the pharmaceutical market may be subject to off-label drug
use. Off-label drug use is the prescription of a product for an indication, dosage or in a dosage
form that is not in accordance with regulatory approved usage and labeling. Even though the
EMA, NMPA, FDA and other comparable regulatory authorities (including jurisdictions where
we have obtained IND approvals) actively enforce the laws and regulations prohibiting the
promotion of off-label use, there remains the risk that our product is subject to off-label drug
use and is prescribed in a patient population, dosage or dosage form that has not been approved
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by competent authorities. This occurrence may render our products less effective or entirely
ineffective and may cause adverse drug reactions or adverse events. Any of these occurrences
can create negative publicity and materially and adversely affect our business reputation,
product brand, business operations and financial conditions. These occurrences may also
expose us to liability and cause a delay in the progress of our clinical trials and may ultimately
result in failure to obtain regulatory approval for our drug candidates.
Guidelines, recommendations, and studies published by government agencies or various
organizations could disfavor our drug candidates.
Government agencies, professional societies, practice management groups, private health
and science foundations and organizations focused on various diseases may publish guidelines,
recommendations or studies that affect our or our competitors’ drugs and drug candidates.
However, any such guidelines, recommendations or studies that reflect negatively on our drug
candidates, either directly or relative to our competitive drug candidates, could result in current
or potential decreased use and/or sales of, and revenue from one or more of our drug
candidates. Furthermore, our success depends in part on our ability to educate healthcare
providers and patients about our drug candidates, and these education efforts could be rendered
ineffective by, among other things, third parties’ guidelines, recommendations or studies.
RISKS RELATING TO OUR OPERATIONS
Our future success depends on our ability to attract, retain and motivate senior
management, qualified medical professionals and scientific employees.
We are highly dependent on the expertise of the members of our research and
development team, as well as the principal members of our management. We have entered into
employment agreements with our executive officers, but each of them may terminate their
employment with us at any time with prior written notice.
Recruiting, retaining and motivating qualified management, scientific, clinical and sales
and marketing personnel will also be critical to our success. The loss of the services of our
executive officers or other key employees could impede the achievement of our research,
development and commercialization objectives and seriously harm our ability to successfully
implement our business strategy. Further, replacing executive officers and key employees may
be difficult and may take an extended period of time because of the limited number of
individuals in our industry with the breadth of skills and experience required to successfully
develop, gain regulatory approval of and commercialize drugs. Competition to hire from this
limited pool is intense, and we may be unable to hire, train, retain or motivate these key
personnel on acceptable terms given the competition among numerous biopharmaceutical
companies for similar personnel. We also experience competition for the hiring of scientific
and clinical personnel from universities and research institutions.
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If we fail to effectively manage our anticipated growth or execute on our growth
strategies, our business, financial condition, results of operations and prospects could
suffer.
Our future financial performance and our ability to commercialize our drug candidates
will also depend, in part, on our ability to effectively manage our growth, and our management
may also have to divert a disproportionate amount of its attention away from day-to-day
activities in order to implement our long-term development strategies. For details, see
“Business — Our Business Strategies.” Pursuing our growth strategies has resulted in, and will
continue to result in, substantial demands on capital and other resources. In addition, managing
our growth and executing on our growth strategies will require, among other things, our ability
to continue to identify and develop promising drug candidates in the highly competitive global
and PRC biopharmaceutical market, effective coordination and integration of new facilities and
new teams that we may develop, successful hiring and training of personnel, as well as
effective and efficient financial and management control and quality control.
All of these endeavors will require substantial management attention and efforts and
significant additional expenditures. If we fail to expand at our expected pace, we may face
capacity constraints in the future which may adversely affect our business and financial
condition. We cannot assure you that we will be able to execute our business strategies and
manage any future growth effectively and efficiently, and any failure to do so may materially
and adversely affect our ability to capitalize on new business opportunities, which in turn may
have a material and adverse effect on our business, financial condition, results of operations,
and prospects.
Our potential engagement in acquisitions or strategic partnerships may increase our
capital requirements, dilute the value of your investment in our Shares, cause us to incur
debt or assume contingent liabilities, and subject us to other risks.
To enhance our growth, we may acquire businesses, products, technologies or know-how
or enter into strategic partnerships that we believe would benefit us in terms of product
development, technology advancement or distribution network. Any potential acquisition or
strategic partnership may entail numerous risks, including, but not limited to:
 increased operating expenses and cash requirements;
 the assumption of additional indebtedness or contingent liabilities;
 the issuance of our equity securities;
 assimilation of operations, intellectual property and products of an acquired
company, including difficulties associated with integrating new personnel;
 the diversion of our management’s attention from our existing product programs and
initiatives in pursuing such a strategic merger or acquisition;
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 retention of key employees, the loss of key personnel, and uncertainties in our
ability to maintain key business relationships;
 risks and uncertainties associated with the assimilation of operations, corporate
culture and personnel of the acquired business;
 risks and uncertainties associated with the counterparty, including the prospects of
that party and its existing drugs or drug candidates;
 our inability to generate revenue from acquired technology and/or products
sufficient to meet our objectives in undertaking the acquisition or even to offset the
associated acquisition and maintenance costs; and
 changes in accounting principles relating to recognition and measurement of our
investments that may have a significant impact on our financial results.
In addition, if we undertake acquisitions, we may issue dilutive securities, assume or
incur debt obligations, incur large one-time expenses and acquire intangible assets that could
result in significant future amortization expense. Moreover, we may not be able to locate
suitable acquisition opportunities and this inability could impair our ability to grow or obtain
access to technology or products that may be important to the development of our business.
We may be involved in claims, disputes, litigation, arbitration or other legal proceedings
in the ordinary course of business.
From time to time, we may be involved in inspections, claims, disputes and legal
proceedings in our ordinary course of business. These may concern issues relating to, among
others, product liability, privacy protection, environmental and safety matters, breach of
contract, employment or labor disputes and intellectual property rights. Any inspections,
claims, disputes or legal proceedings initiated by us or brought against us, our management or
Directors, with or without merit, may result in substantial costs and diversion of resources, and
if we are unsuccessful, could materially harm our reputation. Furthermore, inspections, claims,
disputes or legal proceedings against us, our management or Directors may be due to actions
taken by our counterparties, such as our suppliers, CROs and other service providers. Even if
we are able to seek indemnity from them, they may not be able to indemnify us in a timely
manner, or at all, for any costs that we incur as a result of such claims, disputes and legal
proceedings.
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Our reputation is important to our success. Negative publicity with respect to us, our
Shareholders, management, employees, business partners, affiliates, or our industry, may
materially and adversely affect our reputation, business, results of operations and
prospect.
We believe that market awareness and recognition of our brand image, and the
maintenance of a positive brand image, is crucial to the success of our business. However, our
reputation is vulnerable to potential threats that can be difficult or impossible to control, and
costly or impossible to remediate. While we will continue to promote our brands to remain
competitive, we may not be successful in doing so. In addition, we may engage various third
parties to expand our commercialization network and increase market access for our drugs,
which can make it increasingly difficult to effectively manage our brand reputation, as we have
relatively limited control over these third parties.
Any regulatory inquiries or investigations or other actions against our management, any
perceived unethical, fraudulent, or inappropriate business conduct by us or perceived
wrongdoing by any key member of our management team or other employees, our business
partners or our affiliates, could harm our reputation and materially and adversely affect our
business. Regardless of the merits or final outcome of such regulatory inquiries, investigations
or actions, our reputation may be substantially damaged, which may impede our ability to
attract and retain talent and business partners and grow our business.
We may be exposed to risks of conducting our business and operations in international
markets.
International markets are an important component of our growth strategy. We are
dedicated to exploring market opportunities overseas, where we believe there is substantial
demand for our drug candidates, and identifying and collaborating with reputable local partners
that have proven track record to maximize the global value of our drug candidates. We will also
continue to seek license and co-development opportunities with global MNCs, and expand our
global clinical programs. For more details, see “Business — Our Business Strategies.”
However, such activities may subject us to additional risks that may materially adversely
affect our ability to attain or sustain profitable operations, including but not limited to:
 efforts to enter into collaboration or license arrangements with third parties may
increase our expenses or divert our management’s attention from the development of
drug candidates;
 changes in a specific country’s or region’s political and cultural climate or economic
condition;
 differing regulatory requirements for drug approvals and marketing internationally;
 difficulty of effective enforcement of contractual provisions in local jurisdictions;
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 potentially reduced protection for intellectual property rights;
 unexpected changes in tariffs, trade barriers and regulatory requirements;
 compliance with tax, employment, immigration and labor laws for employees
traveling abroad; and
 business interruptions resulting from geo-political actions, including war and
terrorism, or natural disasters, including earthquakes, volcanoes, typhoons, floods,
hurricanes and fires.
These and other risks may materially adversely affect our ability to attain or sustain
revenue and profits from international markets.
Increased labor costs could slow our growth and adversely affect our operations and
profitability.
Our operations depend in part on the skills and know-how of our employees. In recent
years, the average labor cost in the global biopharmaceutical market, particularly for highly
skilled and experienced personnel, has been steadily increasing as the competition for qualified
employees has become more intense. We cannot assure you that there will be no further
increase in labor cost, which may adversely affect our operations and financial condition. In
addition, share options and other share-based incentives granted under our existing or future
share-based incentive arrangements and scheme could adversely affect our costs and our results
of operations. See also “— Risks Relating to Our Financial Position and Need for Additional
Capital — Share-based payments may have a material and adverse effect on our financial
performance and cause shareholding dilution to our Shareholders.”
We may be subject to additional social insurance fund and housing provident fund
contributions and late fees or fines imposed by relevant regulatory authorities.
Pursuant to the Social Insurance Law of the PRC (), the
Regulations on the Administration of Housing Provident Funds (၍ଣૢԷ),
Interim Measures for Social Insurance System Coverage of Foreigners Working within the
Territory of China () and other applicable
PRC regulations, including the Interpretation (II) of the Supreme People’s Court on Several
Issues Concerning the Application of Law in Labor Dispute Cases (ᄲଣ
༆ᙑɚ) (the “New Judicial Interpretation”), we are
required to participate in the employee social welfare plan administered by local governments.
Such plan consists of pension insurance, medical insurance, work-related injury insurance,
maternity insurance, unemployment insurance and housing provident fund. The amount we are
required to contribute for each of our employees under such plan should be calculated based
on the actual income of our employees (including foreign employees), together with the
minimum and maximum level as from time to time prescribed by national laws and regulations
and local authorities. Any failure to make timely social welfare contribution for our employees
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may trigger an order of correction from competent authority requiring us to make up the full
amount of such overdue social welfare contribution within a specified period of time, and the
competent authority may further impose fines or penalties. In addition, pursuant to the New
Judicial Interpretation, any agreement or undertaking between an employer and an employee
to waive statutory social insurance contributions is invalid, and where an employer fails to pay
social insurance contributions in accordance with the law, the employee may, under certain
circumstances, terminate the labor contract and claim economic compensation.
During the Track Record Period, we engaged third-party human resources agencies to pay
on our behalf social insurance premium and housing provident funds for some of our
employees, and we did not pay social insurance for a small number of our foreign employees.
As a result, we may be required by competent authorities to pay the outstanding amount, and
may be subject to late payment penalties or enforcement application made to the court,
specifically, according to the relevant PRC laws and regulations, (i) with respect to social
insurance, the relevant government authorities may order us to pay the outstanding amounts
within the prescribed time period with a late charge at the daily rate of 0.05% on the
outstanding amounts, and if and only if we fail to do so, they may impose a fine or penalty
ranging from one to three times the outstanding amounts; and (ii) with respect to housing
provident funds, the relevant government authorities may order us to pay the outstanding
amounts within the prescribed time period, and they may apply to a competent court for
enforcement of the outstanding amounts if we fail to do so, and a fine or penalty ranging from
RMB10,000 to RMB50,000 may be imposed. The total amount of social insurance and housing
provident funds we may be required to pay was RMB2.3 million for the year ended December
31, 2023, RMB2.1 million for the year ended December 31, 2024 and RMB1.1 million for the
six months ended June 30, 2025. Pursuant to applicable PRC laws and regulations, the
aggregate maximum penalties for such late payment that may be imposed on us are estimated
to be RMB4.9 million for the year ended December 31, 2023, RMB4.6 million for the year
ended December 31, 2024 and RMB2.4 million for the six months ended June 30, 2025. During
the Track Record Period and up to the Latest Practicable Date, no competent government
authorities imposed administrative action, fine or penalty to us with respect to this
non-compliance incident or required us to settle the outstanding amount of social insurance
payments and housing provident fund contributions. We cannot guarantee you that the
competent government authorities will not require us to settle the outstanding amount within
the specified time limit or impose late payment penalties on us. Such actions may have a
material and adverse impact on our financial position and results of operation.
During the Track Record Period, certain of our foreign employees voluntarily chose to
waive our payment of social insurance contributions on their behalf. However, in light of the
New Judicial Interpretation, such waivers may be deemed invalid, and these employees retain
the right to seek termination of their labor contracts and claim economic compensation from
us for our failure to make statutory social insurance contributions. The total amount of social
insurance contributions that we should have contributed for such foreign employees during the
Track Record Period was approximately RMB480,000. There is no assurance that we will not
be required to pay additional contributions, late fees or fines, or incur other losses or liabilities
as a result.
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Changes in international trade policies and political tensions may adversely impact our
business and results of operations.
We are susceptible to constantly changing international economic, regulatory, social and
political conditions, and local conditions in foreign countries and regions. Tensions and
political concerns between China and other countries or regions may adversely affect our
business, financial condition, results of operations, cash flows and prospects. China’s political
relationships with foreign countries and regions may affect the prospects of our relationship
with third parties, such as business partners, suppliers and future customers. For example, on
September 9, 2024, the U.S. House of Representatives voted in favor of the BIOSECURE Act.
On October 9, 2025, the U.S. Senate introduced an amended version of the BIOSECURE Act
into the FY2026 National Defense Authorization Act (“ FY2026 NDAA ”). The final reconciled
version of the FY2026 NDAA was released on December 7, 2025, incorporating a revised
version of the BIOSECURE Act based on the October 2025 Senate Amendment, which was
signed by President Trump on December 18, 2025. The BIOSECURE Act aims at prohibiting
the U.S. government from procuring biotechnology equipment or services from designated
“biotechnology companies of concern,” or providing government contracts, loans and grants to
any entity that uses biotechnology equipment or services from a designated “biotechnology
company of concern.” If our suppliers or collaboration partners were to be listed as
“biotechnology companies of concern,” our ability to engage in business with the U.S.
government or with companies that engage in business with the U.S. government may be
limited. Prohibitions in the BIOSECURE Act will not take effect until the OMB issues
implementing guidance and relevant federal regulations are finalized. The timing and
substance of such enabling regulations remain subject to uncertainty and may differ materially
from current expectations.
In addition, on February 21, 2025, U.S. President Donald J. Trump issued a memo entitled
the “America First Investment Policy” (the “ America First Memo ”), outlining the ongoing
review and consideration of potential new or expanded restrictions on U.S. outbound
investment in the PRC in sectors such as semiconductors, artificial intelligence, quantum,
biotechnology, hypersonics, aerospace, advanced manufacturing, and directed energy. The
America First Memo also contemplates potential restrictions on investments in publicly traded
securities by pension funds, university endowments and other limited partner investors.
Further, on April 15, 2025, the U.S. Department of Commerce announced investigations into
the national security implications of semiconductor and pharmaceutical product imports. Such
political tensions and policy changes would have an adverse effect on global economic
conditions, the stability of global financial markets, and international trade policies.
Additionally, there have been recent instances where the FDA imposed additional
restrictions on, or declined to accept, clinical trial data generated in China or from sites located
in China. As a result, clinical data generated in China may face increased scrutiny from the
FDA and other overseas regulatory authorities, including more stringent review requirements
or potential rejection. If overseas regulatory authorities, including the FDA, were to impose
more onerous requirements on, limit the use of, or decline to recognize clinical trial data
generated in China, our Core Product and other drug candidates could face challenges in
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obtaining regulatory approval outside China. This could delay or prevent our planned overseas
clinical development or registration strategies, increase our development costs and adversely
affect our results of operations and overall business prospects.
Any rising trade and political tensions or unfavorable government policies on
international trade, such as capital controls or tariffs, may affect the competitive position of our
drug products, the hiring of scientists and other research and development personnel, or import
or export of raw materials in relation to drug development. The U.S. government has
implemented a series of tariff policies since February 2025, including increased tariffs on
Chinese imports across multiple sectors. In response, China has implemented retaliatory
measures, including imposing tariffs on certain U.S. imports, which could further complicate
our cross-border operations and global supply chains. During the Track Record Period, we
procured certain raw materials and equipment from the U.S., representing less than 5% of our
total purchase amount for each year/period. We have identified or are seeking domestic
alternatives for these U.S.-sourced materials and do not expect additional costs from potential
tariff increases to have material impact on our overall cost structure and results of operations.
However, we cannot predict how tariff policies in various countries may further evolve or
anticipate any potential impacts of subsequent developments in such policies on our business.
If we, our customers, suppliers or other business partners become subject to these measures,
our business, financial condition, and results of operations could be materially and adversely
affected.
We may be subject to natural disasters, health epidemics, acts of war or terrorism or
other factors beyond our control.
Natural disasters, health epidemics, acts of war or terrorism or other factors beyond our
control may adversely affect the economy, infrastructure and livelihood of the people in the
regions where we conduct our business. Our operations may be under the threat of natural
disasters, such as floods, earthquakes, sandstorms, snowstorms, fire or drought, the outbreak
of a widespread health epidemic, such as swine flu, avian influenza, severe acute respiratory
syndrome, or SARS, Ebola, Zika, COVID-19, other factors beyond our control, such as power,
water or fuel shortages, failures, malfunction and breakdown of information management
systems, unexpected maintenance or technical problems, or are susceptible to potential wars or
terrorist attacks.
The occurrence of a disaster or a prolonged outbreak of an epidemic illness or other
adverse public health developments in which we operate our business could materially disrupt
our business and operations. These uncertain and unpredictable factors include, but are not
limited to, adverse effects on the economy, potential delays of our ongoing and future clinical
trials, and disruptions to the operations of our business partners and CROs.
Acts of war or terrorism may also injure our employees, cause loss of lives, disrupt our
business network and destroy our markets. Any of the foregoing events and other events
beyond our control could have an adverse effect on the overall business sentiment and
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environment, cause uncertainties in the regions where we conduct business, cause our business
to suffer in ways that we cannot predict and materially and adversely impact our business,
financial condition and results of operations.
We have limited insurance coverage, and any claims beyond our insurance coverage may
result in our incurring substantial costs and a diversion of resources.
We maintain industry-standard benefit plans in accordance with relevant laws and
regulations, based on our assessment of our operational needs and industry practice. Our
insurance policies cover adverse events in our clinical trials, liability insurance for workplace
safety and general insurance for properties and machinery damage. In line with general market
practice, we have elected not to maintain certain types of insurance, such as business
interruption insurance or key personnel life insurance.
Our existing insurance coverage may prove to be inadequate or could cease to be
available to us on acceptable terms, if at all. A claim brought against us that is uninsured or
under-insured could harm our business, financial condition and results of operations. Any
liability or damage to, or caused by, our facilities or our personnel beyond our insurance
coverage may result in our incurring substantial costs and a diversion of resources.
We may be unable to detect, deter and prevent all instances of bribery, fraud or other
misconduct committed by our employees or third parties.
We may be exposed to fraud, bribery or other misconduct committed by our employees
or third parties that could subject us to financial losses and sanctions imposed by governmental
authorities, which may adversely affect our reputation. During the Track Record Period and up
to the Latest Practicable Date, we were not aware of any instances of fraud, bribery, or other
misconduct involving employees and other third parties that had any material and adverse
impact on our business and results of operations. However, we cannot assure you that there will
not be any such instances in the future. We may be unable to prevent, detect or deter all such
instances of misconduct by our employees or third parties. Any such misconduct committed
against our interests, which may include past acts that have gone undetected or future acts, may
have a material adverse effect on our business, results of operations and reputation.
Our information technology systems, or those used by our partners or other contractors
or consultants, may fail or suffer security breaches.
Despite the implementation of security measures, our information technology systems
and those of our CROs, consultants and other service providers are vulnerable to damage from
computer viruses, unauthorized access, cyber-attacks, natural disasters, terrorism, war and
telecommunication and electrical failures. If such an event were to occur and cause
interruptions in our operations, it could result in a material disruption of our research and
development programs. For example, our data may not be backed up in a timely manner and
the loss of clinical trial data from ongoing or future clinical trials for any of our drug
candidates could result in delays in regulatory approval efforts and significantly increase costs
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to recover or reproduce the data. To the extent that any disruption or security breach was to
result in a loss of or damage to data or applications, or inappropriate disclosure of confidential
or proprietary information, we could incur liability and the further development of our drug
candidates could be delayed.
Our leased properties may be subject to non-compliances or challenges that could
potentially affect our future use of them.
We have leased certain properties in China primarily used as our offices and R&D
facilities. Pursuant to the Measures for Administration of Lease of Commodity Properties ( ਠ
), which was promulgated by the Ministry of Housing and Urban-Rural
Development of the PRC (ண௅) on December 1, 2010 and
became effective on February 1, 2011, both lessors and lessees are required to file the lease
agreements for registration and obtain property leasing filing certificates for their leases.
As of the Latest Practicable Date, 41 of our lease agreements, which primarily pertained
to premises for R&D and office use, were not registered. Although failure to register does not
in itself invalidate the leases, we may be subject to fines if we fail to rectify such
non-compliance within the prescribed time frame after receiving notice from the relevant PRC
government authorities. The penalty ranges from RMB1,000 to RMB10,000 for each
unregistered lease, at the discretion of the relevant authority. During the Track Record Period
and up to the Latest Practicable Date, we were not subject to any penalties arising from the
non-registration of lease agreements. However, we cannot assure you that we would not be
subject to any penalties and/or requests from local authorities to fulfill the registration
requirements, which may increase our costs in the future. If any of our leases is terminated or
becomes unenforceable as a result of challenges from third parties, we would need to seek
alternative properties and incur relocation costs. Any relocation could lead to disruptions to our
operations and adversely affect our business, financial conditions and results of operations.
As our leases expire, we may face difficulties renewing them, either on commercially
acceptable terms or at all. Our inability to enter into new leases or renew existing leases on
terms acceptable to us could materially and adversely affect our business, results of operations
or financial condition.
RISKS RELATING TO THE GLOBAL OFFERING
No public market currently exists for our H Shares. An active trading market for our H
Shares may not develop and the market price and trading volume of our H Shares maybe
volatile.
No public market currently exists for our H Shares. The initial Offer Price for our H
Shares to the public will be the result of negotiations between our Company and the Overall
Coordinators, and the Offer Price may differ significantly from the market price of the H
Shares following the Global Offering. We have applied to the Stock Exchange for the listing
of, and permission to deal in, the H Shares. A listing on the Stock Exchange, however, does not
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guarantee that an active and liquid trading market for our H Shares will develop, or if it does
develop, that it will be sustained following the Global Offering, or that the market price of the
H Shares will not decline following the Global Offering.
The price and trading volume of our H Shares may be subject to significant volatility in
response to various factors beyond our control, including the general market conditions of the
securities in Hong Kong and elsewhere in the world. In particular, the business, results of
operations and the market price of the shares of other companies engaging in similar business
may affect the price and trading volume of our H Shares. In addition to market and industry
factors, the price and trading volume of our H Shares may be highly volatile for reasons
specific to our business, such as the results of clinical trials of our drug candidates, the results
of our applications for approval of our drug candidates, regulatory developments and
healthcare policies directly affecting us, the commercialization results of our approved drugs,
fluctuations in our cash flows, investments and expenditures, relationships with our suppliers,
movements or activities of key personnel or actions taken by competitors, among others.
Moreover, shares of other pharmaceutical companies listed on the Stock Exchange have
experienced price volatility in the past, and it is possible that our H Shares may be subject to
changes in price not directly related to our performance.
Future sales or perceived sales or conversion of significant amounts of our H Shares in the
public market following the Global Offering could materially and adversely affect the
price of our H Shares.
Prior to the Global Offering, there has not been a public market for our H Shares. Future
sales or perceived sales of significant amounts of our H Shares or conversion of the Unlisted
Shares, if any, by specific Shareholders subject to certain regulatory requirements, after the
Global Offering could result in a significant decrease in the prevailing market price of our H
Shares. Nevertheless, after these restrictions lapse or if they are waived, future sales of
significant amounts of our H Shares in the public market or the perception that these sales, or
conversion of existing Unlisted Shares, if any, may occur could significantly decrease the
prevailing market price of our H Shares and our ability to raise equity capital in the future.
Y ou will incur immediate and significant dilution and may experience further dilution if
we issue additional Shares or equity securities in the future.
The Offer Price of the H Shares is higher than the net tangible asset value per H Share
immediately prior to the Global Offering. Therefore, purchasers of the H Shares in the Global
Offering will experience an immediate dilution. In order to expand our business, we may
consider offering and issuing additional Shares in the future. Purchasers of the H Shares may
experience dilution if we issue additional Shares in the future at a price which is lower than
the net tangible asset value per Share at that time. Furthermore, we may issue Shares through
the Employee Incentive Platforms, which would further dilute Shareholders’ interests in our
Company.
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There can be no assurance whether and when we will pay dividends in the future, and
payment of dividends is subject to applicable PRC laws.
No dividend has been paid or declared by our Company during the Track Record Period.
Under the applicable PRC laws, the payment of dividends may be subject to certain limitations.
The calculation of our profit under applicable accounting standards differs in certain respects
from the calculation under IFRS. As a result, we may not be able to pay a dividend in a given
year even if we were profitable as determined under IFRS. Our Board may declare dividends
in the future after taking into account our financial condition, results of operations, cash
requirements and availability and other factors as it may deem relevant at such time. Any
declaration and payment as well as the amount of dividends will be subject to our constitutional
documents and the PRC laws and regulations and requires approval at our Shareholders’
meeting. No dividend shall be declared or payable except out of our profits and reserves
lawfully available for distribution. As of the Latest Practicable Date, we had not established a
specified dividend pay-out ratio.
We are a PRC tax resident, and we are subject to PRC tax on our global income, and the
dividends payable to investors and gains on the sale of our H Shares by our investors are
subject to PRC tax.
As a PRC-incorporated company, under applicable PRC tax laws, we are subject to a tax
of up to 25% on our global income. Under applicable PRC tax laws, regulations and statutory
documents, non-PRC resident individuals and enterprises are subject to different tax
obligations with respect to dividends received from us or gains realized upon the sale or other
disposition of our H Shares.
Non-PRC individuals are generally subject to PRC individual income tax under the
Individual Income Tax Law of the PRC () with respect to
PRC source dividend income or gains at a rate of 20%. We are required to withhold related tax
from dividend payments paid to non-PRC resident individuals, unless specifically exempted by
the tax authority of the State Council or reduced or eliminated by an applicable tax treaty.
Pursuant to applicable regulations, PRC companies issuing shares in Hong Kong may
generally, when distributing dividends, withhold individual income tax at the rate of 10%.
However, withholding tax on distributions paid by us to non-PRC individuals may be imposed
at other rates pursuant to applicable tax treaties (and up to 20% if no tax treaty is applicable)
if the identity of the individual holder of H shares and the tax rate applicable thereto are known
to us. There is uncertainty as to whether gains realized upon disposition of H shares by
non-PRC individuals are subject to PRC individual income tax.
Non-PRC resident enterprises that do not have establishments or premises in the PRC, or
that have establishments or premises in the PRC but their income is not related to such
establishments or premises are subject to the Enterprise Income Tax Law of the PRC ( ʕശ
) (“the EIT”) at the rate of 10% on dividends received from PRC
companies and gains realized upon disposition of equity interests in the PRC companies
pursuant to the EIT Law and other applicable PRC tax regulations and statutory documents,
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which may be reduced or eliminated under special arrangements or applicable treaties between
the PRC and the jurisdiction where the non-resident enterprise resides. Pursuant to applicable
regulations, we intend to withhold tax at a rate of 10% from dividends paid to non-PRC
resident enterprise holders of our H Shares (including HKSCC Nominees and payments
through CCASS). Non-PRC resident enterprises that are entitled to be taxed at a reduced rate
under an applicable income tax treaty will be required to apply to the PRC tax authorities for
a refund of any amount withheld in excess of the applicable treaty rate, payment of any such
refund will be subject to the PRC tax authorities’ verification. As of the Latest Practicable
Date, there were no specific rules on how to levy tax on gains realized by non-resident
enterprise holders of H Shares through the sale or transfer by other means of H Shares.
The interpretation and application of the relevant PRC tax laws by the PRC tax
authorities, including whether and how individual income tax or EIT Law on gains derived by
holders of our H Shares from their disposition of our H Shares may be collected, are subject
to evolvement and shall be determined in accordance with relevant laws and regulations in
force at the time. If any such tax is collected, the value of our H Shares may be affected
accordingly.
Y ou may experience difficulties in effecting service of process upon or enforcing foreign
judgments against us or our management.
Most of our assets are situated in the PRC and most of our Directors and officers reside
in the PRC. Therefore, there remains the possibility that it may be difficult to effect service of
process outside the PRC upon most of our Directors and officers, including with respect to
matters arising under applicable securities laws. The PRC does not have treaties providing for
the reciprocal recognition and enforcement of civil case judgments of courts with the United
States and many other countries. Consequently, you may experience difficulties in enforcing
against us or our Directors or officers in the PRC any judgments obtained from courts outside
of the PRC.
On July 14, 2006, Hong Kong and China entered into the Arrangement on Reciprocal
Recognition and Enforcement of Judgments in Civil and Commercial Matters by the Courts of
the Mainland and of the Hong Kong Special Administrative Region Pursuant to Choice of
Court Agreements Between Parties Concerned (ʝႩ̙ձ
τર), or the Arrangement, pursuant to which a
party with a final court judgment rendered by a Hong Kong court requiring payment of money
in a civil and commercial case according to a choice of court agreement in writing may apply
for recognition and enforcement of the judgment in China. Similarly, a party with a final
judgment rendered by a Chinese court requiring payment of money in a civil and commercial
case pursuant to a choice of court agreement in writing may apply for recognition and
enforcement of such judgment in Hong Kong. On January 18, 2019, the Supreme People’s
Court and the Hong Kong Government signed the Arrangement on Reciprocal Recognition and
Enforcement of Judgments in Civil and Commercial Matters by the Courts of the Mainland and
of the Hong Kong Special Administrative Region (ʝႩ̙
τર), which has come into effect on January 29, 2024 and
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superseded the Arrangement, or the New Arrangement, which seeks to establish a mechanism
with greater clarity and certainty for recognition and enforcement of judgments in wider range
of civil and commercial matters between Hong Kong and the mainland. The New Arrangement
discontinued the requirement for a choice of court agreement for bilateral recognition and
enforcement. After the New Arrangement became effective, a judgment rendered by a Hong
Kong court can generally be recognized and enforced in the PRC even if the parties in the
dispute do not enter into a choice of court agreement in writing. However, we cannot guarantee
that all judgments made by Hong Kong courts will be recognized and enforced in the PRC, as
whether a specific judgment will be recognized and enforced is still subject to a case-by-case
examination made by the relevant court in accordance with the New Arrangement.
Facts, statistics and forecasts in this prospectus relating to the healthcare market may not
be fully reliable.
This prospectus contains information and statistics relating to the healthcare market
which were obtained from government publications. The information and statistics from such
sources have not been independently verified by us, the Joint Sponsors, the Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers,
the Underwriters, and other capital market intermediaries, any of our or their respective
directors, officers or representatives or any other party involved in the Global Offering and no
representation is given as to its accuracy. Collection methods of such information may be
flawed or ineffective, or there may be discrepancies between published information and market
practice, which may result in the statistics being inaccurate. Y ou should therefore not place
undue reliance on such information. In addition, we cannot assure you that such information
is stated or compiled on the same basis or with the same degree of accuracy as similar statistics
presented elsewhere. In any event, you should consider carefully the importance placed on such
information or statistics.
Y ou should read the entire prospectus carefully, and we strongly caution you not to place
any reliance on any information contained in press articles or other media regarding us
or the Global Offering.
We strongly caution you not to rely on any information contained in press articles or other
media regarding us and the Global Offering. Prior to the publication of this document, there
has been press and media coverage regarding us. Such press and media coverage may include
references to certain information that does not appear in this document, including certain
operating and financial information and projections, valuations and other information. We have
not authorized the disclosure of any such information in the press or media and do not accept
any responsibility for any such press or media coverage or the accuracy or completeness of any
such information or publication. We make no representation as to the appropriateness,
accuracy, completeness or reliability of any such information or publication. To the extent that
any such information is inconsistent or conflicts with the information contained in this
document, we disclaim responsibility for it and you should not rely on such information.
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In preparation for the Listing, we have sought the following waivers from strict
compliance with the relevant provisions of the Listing Rules and exemption from strict
compliance with the relevant provisions of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance.
MANAGEMENT PRESENCE IN HONG KONG
According to Rules 8.12 and 19A.15 of the Listing Rules, our Company must have
sufficient management presence in Hong Kong. This normally means that at least two of our
executive Directors must be ordinarily resident in Hong Kong.
Since most of our business operations are not principally located, managed or conducted
in Hong Kong, and our Directors consider that the relocation of our executive Directors to
Hong Kong or the appointment of additional executive Directors who will be ordinarily
resident in Hong Kong would not be beneficial to, or appropriate for, our Company and
therefore would not be in the best interests of our Company and our Shareholders as a whole,
our Company does not, and, for the foreseeable future, will not, have two executive Directors
who are ordinarily resident in Hong Kong for the purpose of satisfying the requirements under
Rules 8.12 and 19A.15 of the Listing Rules.
Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has
granted, a waiver from strict compliance with the requirements under Rules 8.12 and 19A.15
of the Listing Rules. We will ensure that there is a regular and effective communication
between the Stock Exchange and us by way of the following arrangements:
(i) Authorized representatives : both of our Company’s authorized representatives, Dr.
LIANG, chairman of the Board, executive Director and chief executive officer of
our Company, and Mr. ZHANG Su ( ੵ೤), the chief financial officer, secretary of
the Board and a joint company secretary of our Company, will act as our Company’s
principal channels of communication with the Stock Exchange. Accordingly, the
authorized representatives of our Company will be able to meet with the relevant
members of the Stock Exchange on reasonable notice and will be readily contactable
by telephone, facsimile and/or email.
Each of the authorized representatives of our Company has means of contacting all
Directors (including our independent non-executive Directors) promptly at all times
as and when the Stock Exchange proposes to contact a Director with respect to any
matter;
W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES AND
EXEMPTION FROM STRICT COMPLIANCE WITH THE COMPANIES
(WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE
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(ii) Directors : each Director has provided their mobile phone number, office phone
number, fax number (if any) and e-mail address to the authorized representatives of
our Company and the Stock Exchange, and in the event that any Director expects to
travel or otherwise be out of the office, they will provide the phone number of the
place of their accommodation to the authorized representatives.
Each of our Directors not ordinarily residing in Hong Kong possesses or can apply
for valid travel documents to visit Hong Kong and will be able to meet with the
relevant members of the Stock Exchange within a reasonable period of time;
(iii) Compliance advisor : we have appointed Soochow Securities International Capital
Limited as our compliance advisor (the “ Compliance Advisor ”), in compliance with
Rule 3A.19 of the Listing Rules, who will, among other things and in addition to the
authorized representatives and our Directors, also act as an additional channel of
communication with the Stock Exchange from the Listing Date to the date when our
Company complies with Rule 13.46 of the Listing Rules in respect of its financial
results for the first full financial year immediately following the Listing Date.
Pursuant to the Note of Rule 3A.23, the Compliance Advisor will have access at all
times to our authorized representatives, our Directors and other officers. We shall
also ensure that our authorized representatives, Directors and other officers will
promptly provide such information and assistance as the Compliance Advisor may
need or may reasonably require in connection with the performance of the
Compliance Advisor’s duties as set forth in Chapter 3A of the Listing Rules. We
shall ensure that there are adequate and efficient means of communication among
our Company, our authorized representatives, our Directors, and other officers and
the Compliance Advisor, and will keep the Compliance Advisor fully informed of all
communications and dealings between the Stock Exchange and us.
Any meeting between the Stock Exchange and our Directors will be arranged
through the authorized representatives or the Compliance Advisor or directly with
our Directors within a reasonable time frame. We will inform the Stock Exchange
promptly in respect of any changes in our authorized representatives and/or our
Compliance Advisor; and
(iv) Legal advisors : we will also retain legal advisors to advise on on-going compliance
requirements as well as other issues arising under the Listing Rules and other
applicable laws and regulations of Hong Kong after the Listing.
W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES AND
EXEMPTION FROM STRICT COMPLIANCE WITH THE COMPANIES
(WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE
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JOINT COMPANY SECRETARIES
Pursuant to Rules 3.28 and 8.17 of the Listing Rules, the company secretary must be an
individual who, by virtue of their academic or professional qualifications or relevant
experience, is, in the opinion of the Stock Exchange, capable of discharging the functions of
the company secretary. The Stock Exchange considers the following academic or professional
qualifications to be acceptable:
(i) a member of The Hong Kong Chartered Governance Institute;
(ii) a solicitor or barrister (as defined in the Legal Practitioners Ordinance); and
(iii) a certified public accountant (as defined in the Professional Accountants
Ordinance).
Pursuant to Note 2 to Rule 3.28 of the Listing Rules, in assessing “relevant experience,”
the Stock Exchange will consider the individual’s:
(i) length of employment with the issuer and other issuers and the roles they played;
(ii) familiarity with the Listing Rules and other relevant law and regulations including
the Securities and Futures Ordinance, the Companies Ordinance, the Companies
(Winding Up and Miscellaneous Provisions) Ordinance and the Takeovers Code;
(iii) relevant training taken and/or to be taken in addition to the minimum requirement
of taking not less than 15 hours of relevant professional training in each financial
year under Rule 3.29 of the Listing Rules; and
(iv) professional qualifications in other jurisdictions.
Pursuant to paragraph 13 of Chapter 3.10 of the Guide for New Listing Applicants, the
Stock Exchange will consider a waiver application by an issuer in relation to Rules 3.28 and
8.17 of the Listing Rules based on the specific facts and circumstances. Factors that will be
considered by the Stock Exchange include:
(i) whether the issuer has principal business activities primarily outside Hong Kong;
(ii) whether the issuer was able to demonstrate the need to appoint a person who does
not have the Acceptable Qualification (as defined under paragraph 11 of Chapter
3.10 of the Guide for New Listing Applicants) nor Relevant Experience (as defined
under paragraph 11 of Chapter 3.10 of the Guide for New Listing Applicants) as a
company secretary; and
W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES AND
EXEMPTION FROM STRICT COMPLIANCE WITH THE COMPANIES
(WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE
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(iii) why the directors consider the individual to be suitable to act as the issuer’s
company secretary.
Further, pursuant to paragraph 13 of Chapter 3.10 of the Guide for New Listing
Applicants, such waiver, if granted, will be for a fixed period of time (the “ Waiver Period ”)
and on the following conditions:
(i) the proposed company secretary must be assisted by a person who possesses the
qualifications or experience as required under Rule 3.28 of the Listing Rules and is
appointed as a joint company secretary throughout the Waiver Period; and
(ii) the waiver can be revoked if there are material breaches of the Listing Rules by the
issuer.
Our Company considers that while it is important for the company secretary to be familiar
with the relevant securities regulation in Hong Kong, they also need to have experience
relevant to our Company’s operations, nexus to the Board and close working relationship with
the management of our Company in order to perform the function of a company secretary and
to take the necessary actions in the most effective and efficient manner. It is for the benefit of
our Company to appoint a person who is familiar with our Company’s business and affairs as
company secretary.
We have appointed Mr. ZHANG Su ( ੵ೤)( “Mr. Zhang ”) and Mr. CHUNG Ming Fai ( ᒤ
ሾ)( “ Mr. Chung ”) as our joint company secretaries. Mr. Zhang is the chief financial officer
and secretary of the Board of our Company. Since Mr. Zhang does not possess a qualification
stipulated in Rule 3.28 of the Listing Rules, he is not able to solely fulfil the requirements as
a company secretary of a listed issuer stipulated under Rules 3.28 and 8.17 of the Listing Rules.
To support Mr. Zhang, we have appointed Mr. Chung, a fellow of the Hong Kong Institute of
Certified Public Accountants and a member of CPA Australia, who meets the requirements
under Rules 3.28 and 8.17 of the Listing Rules, as a joint company secretary to provide
assistance, for a three-year period from the Listing Date so as to enable Mr. Zhang to acquire
the relevant experience (as required under Rule 3.28(2) of the Listing Rules) to duly discharge
his duties.
Accordingly, we have applied to the Stock Exchange for, and the Stock Exchange has
granted, a waiver from strict compliance with the requirements under Rules 3.28 and 8.17 of
the Listing Rules in relation to the appointment of Mr. Zhang as our joint company secretary.
Pursuant to the Chapter 3.10 of the Guide for New Listing Applicants, such waiver has been
granted on the conditions that:
(i) Mr. Chung is appointed as a joint company secretary to assist Mr. Zhang in
discharging his functions as a company secretary and in gaining the relevant
experience under Rule 3.28 of the Listing Rules;
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EXEMPTION FROM STRICT COMPLIANCE WITH THE COMPANIES
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(ii) our Company will further ensure that Mr. Zhang has access to the relevant training
and support to enable him to familiarize himself with the Listing Rules and the
duties required of a company secretary of an issuer listed on the Stock Exchange.
Our Hong Kong legal advisors have provided training to Mr. Zhang on the principal
requirements of the Listing Rules and the Hong Kong laws and regulations
applicable to our Company after the Listing. In addition, Mr. Zhang will endeavour
to familiarize himself with the Listing Rules, including any updates thereto, during
the three-year period from the Listing Date;
(iii) Mr. Zhang has confirmed that he will attend no less than 15 hours of training courses
on the Listing Rules, corporate governance, information disclosure, investor
relations as well as the functions and duties of a company secretary of a Hong Kong
listed issuer during each financial year as required under Rule 3.29 of the Listing
Rules;
(iv) before the expiry of Mr. Zhang’s initial term of appointment as the company
secretary of our Company, our Company will evaluate his experience in order to
determine if he has acquired the qualifications required under Rule 3.28 of the
Listing Rules; and
(v) this waiver will be revoked immediately if and when Mr. Chung ceases to provide
such assistance during the three-year period, and we undertake to re-apply to the
Stock Exchange for a waiver in the event that Mr. Chung ceases to meet the
requirements under Rule 3.28 of the Listing Rules or otherwise ceases to serve as
a joint company secretary of our Company. In addition, this waiver is subject to
revocation in the event of any material breaches of the Listing Rules by our
Company.
For biographical information of Mr. Zhang and Mr. Chung, see “Directors, Supervisors
and Senior Management.”
EXEMPTION FROM STRICT COMPLIANCE WITH SECTION 342(1)(B) IN
RELATION TO PARAGRAPH 27 OF PART I AND PARAGRAPH 31 OF PART II OF
THE THIRD SCHEDULE TO THE COMPANIES (WINDING UP AND
MISCELLANEOUS PROVISIONS) ORDINANCE
Section 342(1)(b) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance requires all prospectuses to include matters specified in Part I of the Third Schedule
to the Companies (Winding Up and Miscellaneous Provisions) Ordinance and set out the
reports specified in Part II of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance.
W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES AND
EXEMPTION FROM STRICT COMPLIANCE WITH THE COMPANIES
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Paragraph 27 of Part I of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance requires a company to include in its prospectus a
statement as to the gross trading income or sales turnover (as the case may be) of the company
during each of the three financial years immediately preceding the issue of the prospectus,
including an explanation of the method used for the computation of such income or turnover
and a reasonable breakdown between the more important trading activities.
Paragraph 31 of Part II of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance further requires a company to include in its prospectus
a report by the auditors of the company with respect to (i) the profits and losses of the company
for each of three financial years immediately preceding the issue of the prospectus and (ii) the
assets and liabilities of the company of each of the three financial years immediately preceding
the issue of the prospectus.
Section 342A(1) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance provides that the SFC may issue, subject to such conditions (if any) as the SFC
thinks fit, a certificate of exemption from strict compliance with the relevant requirements
under the Companies (Winding Up and Miscellaneous Provisions) Ordinance if, having regard
to the circumstances, the SFC considers that the exemption will not prejudice the interest of
the investing public and compliance with any or all of such requirements would be irrelevant
or unduly burdensome, or would otherwise be unnecessary or inappropriate.
Rule 4.04(1) of the Listing Rules, the accountants’ report contained in the prospectus
must include, inter alia, the results of the Company in respect of each of the three financial
years immediately preceding the issue of the prospectus or such shorter period as may be
acceptable to the Stock Exchange.
Rule 18A.03(3) of the Listing Rules requires that a biotech company must have been in
operation in its current line of business for at least two financial years prior to listing under
substantially the same management. Rule 18A.06 of the Listing Rules requires that a biotech
company must comply with Rule 4.04 of the Listing Rules modified so that references to “three
financial years” or “three years” in Rule 4.04 shall instead be references to “two financial
years” or “two years”, as the case may be. Further, pursuant to Rule 8.06 of the Listing Rules,
the latest financial period reported on by the reporting accountants for a new applicant must
not have ended more than six months from the date of the listing document.
In compliance with the above mentioned requirements under the Listing Rules, the
Accountants’ Report of our Company set out in Appendix I to this prospectus is currently
prepared to cover the two financial years ended December 31, 2024 and the six months ended
June 30, 2025.
W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES AND
EXEMPTION FROM STRICT COMPLIANCE WITH THE COMPANIES
(WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE
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Accordingly, we have applied to the SFC for a certificate of exemption from strict
compliance with the requirements under section 342(1)(b) of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance in relation to the requirements of paragraph 27 of Part I
and paragraph 31 of Part II of the Third Schedule to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance regarding the inclusion of the accountants’ report
covering the full three financial years immediately preceding the issue of this prospectus on the
following grounds:
(i) our Company is a biopharmaceutical company engaged in oligonucleotide research
and development, with a focus on siRNA therapeutics, and falls within the scope of
biotech company as defined under Chapter 18A of the Listing Rules. Our Company
will fulfil the additional conditions for listing required under Chapter 18A of the
Listing Rules;
(ii) the Accountants’ Report covering the two financial years ended December 31, 2024
and the six months ended June 30, 2025 will be disclosed in this prospectus and set
out in Appendix I to this prospectus in accordance with Rule 18A.06 of the Listing
Rules;
(iii) notwithstanding that the financial results set out in this prospectus will be only for
the two years ended December 31, 2024 and the six months ended June 30, 2025 in
accordance with Chapter 18A of the Listing Rules, other information required to be
disclosed under the Listing Rules and requirements under the Companies (Winding
up and Miscellaneous Provisions) Ordinance has been adequately disclosed in this
prospectus pursuant to the relevant requirements;
(iv) given that Chapter 18A of the Listing Rules provides that the minimum track record
period for biotech companies in terms of financial disclosure is two years, strict
compliance with the requirements of section 342(1)(b) of the Companies (Winding
Up and Miscellaneous Provisions) Ordinance in relation to the requirements of
paragraph 27 of Part I and paragraph 31 of Part II of the Third Schedule to the
Companies (Winding Up and Miscellaneous Provisions) Ordinance would be unduly
burdensome for our Company; and
(v) the Directors are of the view that the Accountants’ Report covering the two years
ended December 31, 2024 and the six months ended June 30, 2025 which will be set
out in Appendix I to this prospectus, together with other disclosure in this
prospectus, has already provided the potential investors with adequate and
reasonably up-to-date information in the circumstances to form a view on the track
record of our Company; and our Directors confirm that all information which is
necessary for the investing public to make an informed assessment of the business,
W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES AND
EXEMPTION FROM STRICT COMPLIANCE WITH THE COMPANIES
(WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE
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assets and liabilities, financial position, management and prospects has been
included in this prospectus. Therefore, the exemption would not prejudice the
interests of the investing public.
A certificate of exemption has been granted by the SFC under section 342A of the
Companies (Winding Up and Miscellaneous Provisions) Ordinance exempting our Company
from strict compliance with section 342(1)(b) in relation to the requirements of paragraph 27
of Part I and paragraph 31 of Part II of the Third Schedule on the conditions that (i) particulars
of the exemption are set out in this prospectus, and (ii) this prospectus will be issued on or
before December 31, 2025.
W AIVER FROM STRICT COMPLIANCE WITH RULE 9.09(B) OF THE LISTING
RULES IN RELATION TO CORNERSTONE SUBSCRIPTION BY A CORE
CONNECTED PERSON
As of the Latest Practicable Date, Erik Selin Fastigheter Aktiebolag (“ Erik Selin
Fastigheter AB ”) was a substantial shareholder of Ribocure AB (holding 32.65% equity
interest therein), a subsidiary of the Company. Therefore, Erik Selin Fastigheter AB constitutes
a core connected person of the Company. Erik Selin Fastigheter AB has entered into a
cornerstone investment agreement with us, pursuant to which Erik Selin Fastigheter AB has
agreed to, subject to certain conditions, acquire at the Offer Price a certain number of our H
Shares.
Rule 9.09(b) of the Listing Rules provides that there must be no dealing in the securities
for which listing is sought by any core connected person of the issuer, in the case of a new
applicant, (except as permitted by Rule 7.11 of the Listing Rules) from four clear business days
before the expected hearing date until listing is granted.
Paragraph 18 Chapter 2.3 of the Guide for New Listing Applicants provides that an
applicant must apply for, and the Stock Exchange will ordinarily grant, a related Rule 9.09
waiver, if allocations of shares of a Biotech Company will be made to a core connected person.
We have applied for and the Stock Exchange has granted a waiver from strict compliance
with Rule 9.09(b) of the Listing Rules, to permit Erik Selin Fastigheter AB, a core connected
person of the Company to participate as a cornerstone investor in the Global Offering, subject
to the following conditions:
(a) the Company will comply with the public float requirements of Rules 8.08(1) (as
amended and replaced by Rule 19A.13A) of the Listing Rules;
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EXEMPTION FROM STRICT COMPLIANCE WITH THE COMPANIES
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(b) the Offer Shares to be subscribed by and allocated to Erik Selin Fastigheter AB as
a cornerstone investor in the Global Offering will be at the same Offer Price and on
substantially the same terms as other cornerstone investors (including being subject
to a six-month’s lock up following the Listing) and Erik Selin Fastigheter AB must
fully pay for the Offer Shares prior to the commencement of dealings in the H Shares
on the Stock Exchange;
(c) the Company confirms that (i) no preferential treatment has been, nor will be, given
to Erik Selin Fastigheter AB as a cornerstone investor by virtue of its relationship
with the Company in any allocation in the Global Offering, other than the assured
entitlement under the relevant cornerstone investment agreement; (ii) Erik Selin
Fastigheter AB has no control over and is not involved in the management and
operation of the Company; (iii) Erik Selin Fastigheter AB is not involved in the
preparation of the Company’s listing and cannot exert any influence over the
Company’s book building and share allocation process; (iv) Erik Selin Fastigheter
AB is not in possession of inside information with respect to the Global Offering or
the Company; and (v) Erik Selin Fastigheter AB has no influence over the listing
process;
(d) the Offer Shares to be subscribed by and allocated to Erik Selin Fastigheter AB as
a cornerstone investor in the Global Offering will not be funded directly or
indirectly by the Company or any other core connected person of the Company; and
(e) the subscription of the Offer Shares by Erik Selin Fastigheter AB in the Global
Offering as a cornerstone investor and this waiver will be disclosed in the
prospectus.
W AIVERS FROM STRICT COMPLIANCE WITH THE LISTING RULES AND
EXEMPTION FROM STRICT COMPLIANCE WITH THE COMPANIES
(WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE
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DIRECTORS’ RESPONSIBILITY FOR THE CONTENTS OF THIS PROSPECTUS
This prospectus, for which our Directors (including any proposed Director who is named
as such in this prospectus) collectively and individually accept full responsibility, includes
particulars given in compliance with the Listing Rules, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance and the Securities and Futures (Stock Market Listing)
Rules (Chapter 571V of the Laws of Hong Kong) for the purpose of giving information to the
public with regard to our Group. Our Directors, having made all reasonable enquiries, confirm
that to the best of their knowledge and belief, the information contained in this prospectus is
accurate and complete in all material respects and not misleading or deceptive, and there are
no other matters the omission of which would make any statement herein or this prospectus
misleading.
CSRC FILING
We have obtained a filing notice dated October 24, 2025 from the CSRC for the Global
Offering, the Conversion of Unlisted Shares into H Shares, and the Listing of the H Shares on
the Stock Exchange. In granting such filing notice, the CSRC accepts no responsibility for the
financial soundness of us or for the accuracy of any of the statements made or opinions
expressed in this prospectus. No other approvals under the PRC laws and regulations are
required to be obtained for the listing of the H Shares on the Stock Exchange.
INFORMATION ON THE GLOBAL OFFERING
This prospectus is published solely in connection with the Hong Kong Public Offering,
which forms part of the Global Offering. For applications under the Hong Kong Public
Offering, this prospectus contains the terms and conditions of the Hong Kong Public Offering.
The Hong Kong Offer Shares are offered solely on the basis of the information contained
and representations made in this prospectus and on the terms and subject to the conditions set
out herein and therein. No person is authorized to give any information in connection with the
Global Offering or to make any representation not contained in this prospectus, and any
information or representation not contained herein must not be relied upon as having been
authorized by our Company, the Joint Sponsors, the Overall Coordinators, the Joint Global
Coordinators, the Joint Bookrunners, the Joint Lead Managers, the Capital Market
Intermediaries, any of the Underwriters, any of our or their respective affiliates or any of our
or their respective directors, officers, employees, advisors, agents or representatives, or any
other persons or parties involved in the Global Offering.
The Listing is sponsored by the Joint Sponsors and the Global Offering is managed by the
Overall Coordinators. Pursuant to the Hong Kong Underwriting Agreement, the Hong Kong
Public Offering is fully underwritten by the Hong Kong Underwriters under the terms and
conditions of the Hong Kong Underwriting Agreement. The International Offering is expected
to be fully underwritten by the International Underwriters and subject to the terms and
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conditions of the International Underwriting Agreement. For further details on the
Underwriters and the underwriting arrangements, please refer to the section headed
“Underwriting” in this prospectus.
Neither the delivery of this prospectus nor any offering, sale, delivery, subscription or
acquisition made in connection with the Offer Shares shall, under any circumstances, constitute
a representation or create any implication that there has been no change in our affairs since the
date of this prospectus or that the information in this prospectus is correct as of any date
subsequent to the date of this prospectus.
For details of the structure of the Global Offering, including its conditions and the
arrangements relating to the Offer Size Adjustment Option, the Over-allotment Option and
stabilization, please refer to the section headed “Structure of the Global Offering” in this
prospectus.
INFORMATION ON THE CONVERSION OF UNLISTED SHARES INTO H SHARES
We have applied for the Conversion of Unlisted Shares into H Shares, which involves a
total of 134,203,110 Unlisted Shares held by the existing Shareholders. See “History and
Corporate Structure” and “Share Capital” for details of our existing Shareholders and their
respective interests in our Company and relevant procedures for the Conversion of Unlisted
Shares into H Shares. Such H Shares to be converted from Unlisted Shares are restricted from
trading for a period of one year after the Listing.
We have obtained a filing notice dated October 24, 2025 from the CSRC for the
Conversion of Unlisted Shares into H Shares and the listing and trading of the H Shares
converted on the Stock Exchange is still subject to the approval by the Stock Exchange.
PROCEDURE FOR APPLICATION FOR HONG KONG OFFER SHARES
The procedure for applying for the Hong Kong Offer Shares is set forth in “How to Apply
for Hong Kong Offer Shares” in this prospectus.
RESTRICTIONS ON OFFER AND SALE OF THE OFFER SHARES
Each person acquiring the Hong Kong Offer Shares under the Hong Kong Public Offering
will be required to or be deemed by their acquisition of Hong Kong Offer Shares to, confirm
that they are aware of the restrictions on the offer and sale of the Hong Kong Offer Shares
described in this prospectus.
No action has been taken to permit a public offering of the H Shares in any jurisdiction
other than Hong Kong, or the distribution of this prospectus in any jurisdiction other than Hong
Kong. Accordingly, and without limitation to the following this prospectus may not be used for
the purpose of, and does not constitute, an offer or invitation in any jurisdiction or in any
circumstances in which such an offer or invitation is not authorized or to any person to whom
it is unlawful to make such an offer or invitation for subscription.
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The distribution of this prospectus and the offering and sale of the Offer Shares in other
jurisdictions are subject to restrictions and may not be made except as permitted under the
applicable securities laws of such jurisdictions pursuant to registration with or authorization by
the relevant securities regulatory authorities or an exemption therefrom. In particular, the Offer
Shares have not been offered and sold, and will not be offered and sold, directly or indirectly,
in the PRC.
Persons applying for or purchasing H Shares under the Global Offering are deemed, by
their making an application or purchase, to have represented that they are not associates of any
of our Directors, Supervisors or existing Shareholders or a nominee of any of the foregoing.
APPLICATION FOR LISTING OF THE H SHARES ON THE STOCK EXCHANGE
We have applied to the Stock Exchange for the listing of, and permission to deal in, the
H Shares to be issued pursuant to the Global Offering (including (i) any H Shares which may
be issued pursuant to the exercise of the Offer Size Adjustment Option and the Over-allotment
Option; (ii) the H Share which may be issued pursuant to the Pre-IPO Share Option Scheme;
and (iii) the H Shares to be converted from Unlisted Shares).
Dealings in the H Shares on the Stock Exchange are expected to commence on Friday,
January 9, 2026. Save as otherwise disclosed in this prospectus, no other part of our share
capital is listed on or dealt in on any other stock exchange, and no such listing or permission
to list is being or proposed to be sought as of the date of this prospectus.
Under Section 44B(1) of the Companies (Winding Up and Miscellaneous Provisions)
Ordinance, any allotment made in respect of any application will be invalid if the listing of,
and permission to deal in, the H Shares on the Stock Exchange is refused before the expiration
of three weeks from the date of the closing of the application lists, or such longer period (not
exceeding six weeks) as may, within the said three weeks, be notified to our Company by or
on behalf of the Stock Exchange.
H SHARES WILL BE ELIGIBLE FOR ADMISSION INTO CCASS
Subject to the granting of listing of, and permission to deal in, the H Shares on the Stock
Exchange and our compliance with the stock admission requirements of HKSCC, the H Shares
will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in
CCASS with effect from the date of commencement of dealings in the H Shares on the Stock
Exchange or any other date as determined by HKSCC. Settlement of transactions between
participants of the Stock Exchange is required to take place in CCASS on the second settlement
day after any trading day. All activities under CCASS are subject to the General Rules of
HKSCC and the HKSCC Operational Procedures in effect from time to time. All necessary
arrangements have been made for the H Shares to be admitted in to CCASS. Investors should
seek the advice of their stockbrokers or other professional advisors for details of the settlement
arrangements and how such arrangements will affect your rights and interests as such
arrangements may affect their rights and interests.
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REGISTER OF MEMBERS AND STAMP DUTY
All of the H Shares issued pursuant to applications made in the Global Offering and
converted from Unlisted Shares will be registered on our H Share register to be maintained in
Hong Kong by our H Share Registrar, Computershare Hong Kong Investor Services Limited.
Our principal register of members will be maintained by us at our headquarters in the PRC.
Dealings in our H Shares registered in the H Share register of members of the Company
in Hong Kong will be subject to Hong Kong stamp duty. See “Appendix III — Taxation and
Foreign Exchange” for further details.
DIVIDENDS PAYABLE TO HOLDERS OF H SHARES
Unless determined otherwise by our Company, dividends payable in Hong Kong dollars
in respect of our H Shares will be paid to the Shareholders as recorded on the H Share register
of our Company in Hong Kong and sent by ordinary post, at the Shareholders’ risk, to the
registered address of each Shareholder.
According to the Guide to the Program for “Full Circulation” of H shares promulgated by
China Securities Depository and Clearing Corporation Limited (“ CSDC ”) on February 7, 2020,
cash dividends to domestic investors of H-share “full circulation” shall be distributed through
CSDC. An H-share listed company shall transfer RMB cash dividends to the designated bank
account of the Shenzhen subsidiary of CSDC, who shall complete the clearing of cash
dividends by distributing the cash dividends to investors through domestic securities
companies.
REGISTRATION OF SUBSCRIPTION, PURCHASE AND TRANSFER OF H SHARES
We have instructed Computershare Hong Kong Investor Services Limited, our H Share
Registrar, and it has agreed not to register the subscription, purchase or transfer of any H Share
in the name of any particular holder unless and until the holder delivers a signed form to our
H Share Registrar in respect of those H Shares bearing statements to the effect that the holder:
(i) agrees with us and each of our Shareholders, and we agree with each Shareholder,
to observe and comply with the PRC Company Law, the Companies Ordinance, the
Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Overseas
Listing Trial Measures and our Articles of Association;
(ii) agrees with us, each of our Shareholders, Directors, Supervisors, members of senior
management and officers, and we acting for ourselves and for each of our Directors,
Supervisors, members of senior management and officers agree with each of our
Shareholders, to refer all differences, disputes and claims concerning our affairs and
arising from any rights or obligations conferred or imposed by our Articles of
Association, the PRC Company Law or other relevant laws, rules and regulations to
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arbitration in accordance with our Articles of Association, and any reference to
arbitration shall be deemed to authorize the arbitration tribunal to conduct hearings
in open session and to publish its award. Such arbitration shall be final and
conclusive;
(iii) agrees with us and each of our Shareholders that the H Shares are freely transferable
by the holders thereof; and
(iv) authorizes us to enter into a contract on his/her behalf with each of our Directors,
Supervisors, senior officers whereby such Directors, Supervisors, members of senior
management undertake to observe and comply with their obligations to our
Shareholders as stipulated in our Articles of Association.
PROFESSIONAL TAX ADVICE RECOMMENDED
Y ou should consult your professional advisors if you are in any doubt as to the taxation
implications of subscribing for, purchasing, holding, disposal of, dealing in or the exercise of
any rights in relation to our H Shares. None of our Company, the Joint Sponsors, the Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers,
the Capital Market Intermediaries, any of our or their affiliates or any of their respective
directors, officers, employees, advisors, agents or representatives, or any other persons or
parties involved in the Global Offering accepts responsibility for any tax effects on, or
liabilities of, any person resulting from the subscription, purchase, holding, disposal of,
dealing in, or the exercise of any rights in relation to, our H Shares.
LANGUAGE
If there is any inconsistency between this prospectus and its Chinese translation, the
English version of this prospectus shall prevail. The English names of the Chinese laws and
regulations, government authorities, institutions, natural persons, other entities (including
certain of our subsidiaries), facilities, certificates and titles included in this prospectus are
translations of their Chinese names for identification purposes only. In the event of any
inconsistency, the Chinese version shall prevail.
ROUNDING
Certain amounts and percentage figures, such as share ownership and operating data,
included in this prospectus may have been subject to rounding adjustments. Accordingly,
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures
preceding them. Any discrepancies in any table, chart or elsewhere between totals and sums of
amounts listed therein are due to rounding.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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CURRENCY TRANSLATIONS
Solely for your convenience, this prospectus contains translations among certain amounts
denominated in Renminbi, Hong Kong dollars and U.S. dollars.
Unless otherwise specified, this prospectus contains certain translations for the
convenience purposes at the following rates: Renminbi into Hong Kong dollars at the rate of
RMB0.90675 to HK$1.00, Renminbi into U.S. dollars at the rate of RMB7.05500 to US$1.00
and Hong Kong dollars into U.S. dollars at the rate of HK$7.78053 to US$1.00. The RMB to
HK$ and RMB to US$ exchange rates are quoted by the PBOC for foreign exchange
transactions prevailing on December 19, 2025.
No representation is made that any amounts in RMB, Hong Kong dollars or U.S. dollars
can be or could have been at the relevant dates converted at the above rate or any other rates
or at all.
MARKET SHARE DATA CONVENTION
The statistical and market share information contained in this prospectus has been derived
from official government publications and other sources, including information or data
provided by Frost & Sullivan. Unless otherwise indicated, the information has not been
verified by us independently. This statistical information may not be consistent with other
statistical information from other sources within or outside the PRC. While reasonable caution
has been made in the process of reproducing the data and statistics extracted from such official
government publications or other sources, our Company, the Joint Sponsors, the Overall
Coordinators, the Global Coordinators, the Joint Bookrunners, the Joint Lead Managers, the
Underwriters, any of our and their respective directors, officers, employees, advisors, agents
or representatives, or any other persons or parties involved in the Global Offering make no
representation to the appropriateness, accuracy, completeness or reliability of any such
statistical and market share information.
INFORMATION ABOUT THIS PROSPECTUS AND THE GLOBAL OFFERING
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DIRECTORS
Name Address Nationality
Executive Directors
Dr. LIANG Zicai ( ૑ɿʑ)
(1) No. 203, Unit 2, Building 29
Brownstone Garden
Haidian District
Beijing
PRC
Swedish
Dr. GAN Liming (׼Hovaas Jagarevag 9
43652 Hovaas
V astra Gotaland
Gothenburg
Sweden
Swedish
Dr. ZHANG Hongyan
(ੵᒿඨ)
(1)
No. 203, Unit 2, Building 29
Brownstone Garden
Haidian District
Beijing
PRC
Swedish
Non-executive Directors
Dr. QI Fei (࠭Room 001, 1/F, Entrance 6
Building 23, Ande Road
Xicheng District
Beijing
PRC
Chinese
Mr. LI Dongfang (˙) Room 401, Unit 1, Building 5
Yimingyuan, Chengnan Jiayuan
Fengtai District
Beijing
PRC
Chinese
Mr. LI Y uhui ( ҽρሾ) No. 476, Lane 3333
Jinhai Road
Pudong New Area
Shanghai
PRC
Chinese
Note:
(1) Dr. LIANG Zicai ( ૑ɿʑ) is the spouse of Dr. ZHANG Hongyan ( ੵᒿඨ).
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Name Address Nationality
Independent Non-executive Directors
Dr. YU Xuefeng (ࢤRoom 5-803, No. 10 Huanghai Road
Economic-Technological Development Area
Tianjin
PRC
Canadian
Mr. MA Chaosong (ؒRoom 10C, 9/F, Building 8
District 5, Y uandayuan
Haidian District
Beijing
PRC
Chinese
Mr. W ANG Ruiping ( ˮ๿
̻)
Room 806
Capitol Center
No. 5-19 Jardine’s Bazaar
Causeway Bay
Hong Kong
Chinese (Hong
Kong)
SUPERVISORS
Name Address Nationality
Ms. W ANG Fan ( ˮ೦) Room 104, Building 2
Times Cultural Home
Kunshan City
Jiangsu Province
PRC
Chinese
Mr. W ANG Lijie ( ˮͭ௫) Room 102
No. 3 Lane 349, Huaqiu Road
Baoshan District
Shanghai
PRC
Chinese
Mr. ZHANG Ning ( ੵྐྵ) Room 1703, Building 19
Times Central Garden
Y ushan Town, Kunshan City
Jiangsu Province
PRC
Chinese
For further details regarding our Directors and Supervisors, please see “Directors,
Supervisors and Senior Management” in this prospectus.
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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PARTIES INVOLVED IN THE GLOBAL OFFERING
Joint Sponsors and Sponsor-Overall
Coordinators
China International Capital Corporation
Hong Kong Securities Limited
29/F One International Finance Center
1 Harbor View Street
Central
Hong Kong
Citigroup Global Markets Asia Limited
50th Floor, Champion Tower
Three Garden Road
Central
Hong Kong
Overall Coordinators China International Capital Corporation
Hong Kong Securities Limited
29/F One International Finance Center
1 Harbor View Street
Central
Hong Kong
Citigroup Global Markets Asia Limited
50th Floor, Champion Tower
Three Garden Road
Central
Hong Kong
ICBC International Securities Limited
37/F, ICBC Tower
3 Garden Road
Hong Kong
BOCI Asia Limited
26/F, Bank of China Tower
1 Garden Road, Central
Hong Kong
Macquarie Capital Limited
Level 22, One International Finance Centre
1 Harbour View Street, Central
Hong Kong
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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ABCI Capital Limited
11/F, Agricultural Bank of China Tower
50 Connaught Road Central
Hong Kong
Joint Global Coordinators China International Capital Corporation
Hong Kong Securities Limited
29/F One International Finance Center
1 Harbor View Street
Central
Hong Kong
Citigroup Global Markets Asia Limited
50th Floor, Champion Tower
Three Garden Road
Central
Hong Kong
ICBC International Securities Limited
37/F, ICBC Tower
3 Garden Road
Hong Kong
BOCI Asia Limited
26/F, Bank of China Tower
1 Garden Road, Central
Hong Kong
Macquarie Capital Limited
Level 22, One International Finance Centre
1 Harbour View Street, Central
Hong Kong
ABCI Capital Limited
11/F, Agricultural Bank of China Tower
50 Connaught Road Central
Hong Kong
SDIC Securities (Hong Kong) Limited
39/F., One Exchange Square
Central
Hong Kong
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Joint Bookrunners China International Capital Corporation
Hong Kong Securities Limited
29/F One International Finance Center
1 Harbor View Street
Central
Hong Kong
Citigroup Global Markets Asia Limited
(in relation to the Hong Kong Public
Offering)
50th Floor, Champion Tower
Three Garden Road
Central
Hong Kong
Citigroup Global Markets Limited
(in relation to the International Offering)
33 Canada Square
Canary Wharf
London E14 5LB
United Kingdom
ICBC International Securities Limited
37/F, ICBC Tower
3 Garden Road
Hong Kong
BOCI Asia Limited
26/F, Bank of China Tower
1 Garden Road, Central
Hong Kong
Macquarie Capital Limited
Level 22, One International Finance Centre
1 Harbour View Street, Central
Hong Kong
ABCI Capital Limited
11/F, Agricultural Bank of China Tower
50 Connaught Road Central
Hong Kong
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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SDIC Securities (Hong Kong) Limited
39/F, One Exchange Square
Central
Hong Kong
Futu Securities International (Hong
Kong) Limited
34/F, United Centre
No. 95 Queensway
Admiralty
Hong Kong
Joint Lead Managers China International Capital Corporation
Hong Kong Securities Limited
29/F One International Finance Center
1 Harbor View Street
Central
Hong Kong
Citigroup Global Markets Asia Limited
(in relation to the Hong Kong Public
Offering)
50th Floor, Champion Tower
Three Garden Road
Central
Hong Kong
Citigroup Global Markets Limited
(in relation to the International Offering)
33 Canada Square
Canary Wharf
London E14 5LB
United Kingdom
ICBC International Securities Limited
37/F, ICBC Tower
3 Garden Road
Hong Kong
BOCI Asia Limited
26/F, Bank of China Tower
1 Garden Road, Central
Hong Kong
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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--- page 144 ---
Macquarie Capital Limited
Level 22, One International Finance Centre
1 Harbour View Street, Central
Hong Kong
ABCI Securities Company Limited
10/F, Agricultural Bank of China Tower
50 Connaught Road Central
Hong Kong
SDIC Securities (Hong Kong) Limited
39/F, One Exchange Square
Central
Hong Kong
Futu Securities International (Hong
Kong) Limited
34/F, United Centre
No. 95 Queensway
Admiralty
Hong Kong
Capital Market Intermediaries China International Capital Corporation
Hong Kong Securities Limited
29/F One International Finance Center
1 Harbor View Street
Central
Hong Kong
Citigroup Global Markets Asia Limited
(in relation to the Hong Kong Public
Offering)
50th Floor, Champion Tower
Three Garden Road
Central
Hong Kong
Citigroup Global Markets Limited
(in relation to the International Offering)
33 Canada Square
Canary Wharf
London E14 5LB
United Kingdom
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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ICBC International Securities Limited
37/F, ICBC Tower
3 Garden Road
Hong Kong
BOCI Asia Limited
26/F, Bank of China Tower
1 Garden Road, Central
Hong Kong
Macquarie Capital Limited
Level 22, One International Finance Centre
1 Harbour View Street, Central
Hong Kong
ABCI Capital Limited
11/F, Agricultural Bank of China Tower
50 Connaught Road
Central
Hong Kong
ABCI Securities Company Limited
10/F, Agricultural Bank of China Tower
50 Connaught Road Central
Hong Kong
SDIC Securities (Hong Kong) Limited
39/F, One Exchange Square
Central
Hong Kong
Futu Securities International (Hong
Kong) Limited
34/F, United Centre
No. 95 Queensway
Admiralty
Hong Kong
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Legal Advisors to our Company as to Hong Kong and U.S. laws:
Kirkland & Ellis
26/F, Gloucester Tower
The Landmark
15 Queen’s Road Central
Hong Kong
as to PRC law:
Zhong Lun Law Firm
22-31/F, South Tower of CP Center
20 Jin He East Avenue
Chaoyang District
Beijing 100020
China
Legal Advisors to the Joint Sponsors and
Underwriters
as to Hong Kong and U.S. laws:
O’Melveny & Myers
31/F, AIA Central
1 Connaught Road Central
Hong Kong
as to PRC law:
Commerce & Finance Law Offices
12/F-15/F, China World Office II
No. 1 Jianguomenwai Avenue
Beijing, the PRC
Reporting Accountant and Independent
Auditor
Ernst & Y oung
Certified Public Accountants and Registered
Public Interest Entity Auditor
27/F, One Taikoo Place
979 King’s Road
Quarry Bay, Hong Kong
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Industry Consultant Frost & Sullivan (Beijing) Inc.,
Shanghai Branch Co.
Room 2504, Wheelock Square
1717 West Nanjing Road
Shanghai
PRC
Independent Property Valuer Asia-Pacific Consulting and Appraisal
Limited
Flat/Rm A, 12/F
Kiu Fu Commercial Building
300 Lockhart Road, Wanchai
Hong Kong
Compliance Advisor Soochow Securities International Capital
Limited
Level 17, Three Pacific Place
1 Queen’s Road East
Hong Kong
Receiving Bank Bank of China (Hong Kong) Limited
Bank of China Tower
1 Garden Road
Hong Kong
DIRECTORS, SUPERVISORS AND PARTIES INVOLVED IN THE GLOBAL OFFERING
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Head Office, Registered Office and
Principal Place of Business in the PRC
No. 168 Y uanfeng Road
Y ushan Town
Kunshan City
Jiangsu Province
PRC
Principal Place of Business in Hong Kong 40/F, Dah Sing Financial Centre
No. 248 Queen’s Road East
Wanchai
Hong Kong
Company’s Website www.ribolia.com
(Information contained in this website does
not form part of this prospectus)
Joint Company Secretaries Mr. ZHANG Su ( ੵ೤)
No. 168 Y uanfeng Road
Y ushan Town
Kunshan City
Jiangsu Province
PRC
Mr. CHUNG Ming Fai (ሾ)
Fellow of the Hong Kong Institute of
Certified Public Accountants and a member
of CP A Australia
40/F, Dah Sing Financial Centre
No. 248 Queen’s Road East
Wanchai
Hong Kong
Authorized Representatives Dr. LIANG Zicai ( ૑ɿʑ)
No. 168 Y uanfeng Road
Y ushan Town
Kunshan City
Jiangsu Province
PRC
Mr. ZHANG Su ( ੵ೤)
No. 168 Y uanfeng Road
Y ushan Town
Kunshan City
Jiangsu Province
PRC
CORPORATE INFORMATION
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Audit Committee Mr. MA Chaosongؒ)Chairperson)
Mr. W ANG Ruiping ( ˮ๿̻)
Dr. YU Xuefeng (ࢤ)
Remuneration and Appraisal Committee Mr. W ANG Ruiping ( ˮ๿̻) (Chairperson)
Dr. LIANG Zicai ( ૑ɿʑ)
Dr. YU Xuefeng (ࢤ)
Nomination Committee Dr. YU Xuefeng (ࢤ)Chairperson)
Dr. ZHANG Hongyan ( ੵᒿඨ)
Mr. MA Chaosong (ؒ)
Strategy Committee Dr. LIANG Zicai ( ૑ɿʑ) (Chairperson)
Dr. GAN Liming (׼)
Mr. W ANG Ruiping ( ˮ๿̻)
Mr. LI Dongfang (˙)
Dr. QI Fei (࠭)
Mr. LI Y uhui ( ҽρሾ)
H Share Registrar Computershare Hong Kong Investor
Services Limited
Shops 1712-1716
17th Floor, Hopewell Centre
183 Queen’s Road East
Wan Chai
Hong Kong
Principal Bank China CITIC Bank, Kunshan Sub-Branch
Room 101, 501-508 and 601-604
Building 1
Huijin Fortune Plaza
No. 258 Dengyun Road
Y ushan Town
Kunshan City
Jiangsu Province
PRC
CORPORATE INFORMATION
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--- page 150 ---
The information and statistics set out in this section and other sections of this
prospectus were extracted from official government publications, available sources
from public market research and other sources from independent suppliers, and from
the independent industry report prepared by Frost & Sullivan (the “Frost & Sullivan
Report”). We engaged Frost & Sullivan to prepare the Frost & Sullivan Report in
connection with the Global Offering. The information from official government
sources have not been independently verified by us, the Joint Global Coordinators,
Joint Sponsors, Overall Coordinators, Capital Market Intermediaries, Joint
Bookrunners, Joint Lead Managers and Underwriters, or any other persons or parties
involved in the Global Offering or their respective directors, officers, employees,
advisers and agents (except for Frost & Sullivan), and no representation is given as to
its accuracy.
OLIGONUCLEOTIDE DRUG MARKET
Overview
Oligonucleotides are chemically synthesized, short-length (typically 15-25 nucleotides)
nucleic acid sequences that regulate gene expression, offering a direct approach to treating
diseases through modulation at the mRNA transcription level. Oligonucleotide drugs primarily
include small interfering RNAs (siRNAs), antisense oligonucleotides (ASOs) and aptamers,
which function through different mechanisms to regulate gene expression and protein levels,
thereby modulating the corresponding protein functions.
The development of oligonucleotide-based therapeutics has evolved over the years, as
illustrated in the diagram below.
Foundational Research Phase
(1950s ~ 1970s)
Extensive Attention Phase
(1998 ~ 2010)
Rapid Growth Phase
(2018 ~ Present)
1985
Phosphorothioate
modification emerged,
significantly improving
ASO stability and
specificity; the mechanism
of ASO action was
further refined
1998
The first antisense
oligonucleotide drug,
Fomivirsen (Vitravene®),
was approved
2004
The first aptamer drug,
Pegaptanib (Macugen®),
was approved
2016
ASO drugs Eteplirsen
(Exondys 51®) and
Nusinersen (Spinraza®)
were approved.
Spinraza® is the global
first blockbuster
oligonucleotide drug,
with its annual sales
exceeding US$1.0 billion
As of the Latest
Practicable Date, there
were eight siRNA drugs
approved globally
1955
Michelson and
Todd first found
chemical
synthesis of an
oligonucleotide
1955 1978 1985 1998 2004 2010 2016 2018 2020 2024
1998
The RNAi mechanism was
discovered by Andrew Zachary
Fire and Craig Cameron Mello,
a breakthrough for which
they were awarded the
Nobel Prize in 2006
2010
Alnylam shifted its focus to
liver-targeting therapies
utilizing GalNAc delivery
technology
2018
FDA approved the first
siRNA therapeutics
Patisiran (Onpattro®)
2024
over 100 oligonucleotide drug
candidates were under clinical
stage globally
1978
The concept of antisense
nucleic acids was proposed
by Paul Charles Zamecnik
2020
Inclisiran (approved by
EMA) is the first siRNA
that becomes available
in common disease
Source: Literature Review; Frost & Sullivan Report
INDUSTRY OVERVIEW
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The development of oligonucleotide therapeutics has progressed through several
generations of scientific innovation since the first ASO drug was approved in 1998. Early ASO
therapies faced significant challenges including poor bioavailability and off-target effects,
which limited their clinical application. The discovery of RNAi mechanism in 1998 and
subsequent development of siRNA technology represented a major therapeutic breakthrough.
siRNA drugs’ potent and specific gene silencing capabilities, coupled with the potential to
target previously undruggable targets, make them effective tools for treating a wide range of
diseases, from rare genetic disorders to chronic diseases and cancer.
The translation of siRNA into clinically viable therapies has taken over two decades of
intensive research to overcome key delivery challenges and other technical obstacles. While
only eight siRNA drugs have received marketing approval globally to date, the field stands at
an inflection point: advances in targeted delivery and chemical modifications are expected to
usher in a new wave of innovation for siRNA therapeutics, with the next decade expected to
yield significant growth in clinical and commercial applications of this breakthrough modality.
This momentum is supported by over 100 siRNA candidates currently in clinical development
worldwid e — a demonstration of the technology’s maturation and its expanding potential to
address previously undruggable targets and unmet medical needs across therapeutic areas.
The following table sets forth features of the major classes of oligonucleotide drugs.
siRNA ASO
Structure Double-stranded, typically
20-25 nucleotides
Single-stranded, typically
15-30 nucleotides
Aptamer
Single-stranded, typically 20-80
nucleotides and folded into specific
3D conformations
Proteins, small molecules
Protein binding and modulation
Target
mechanism of
action
mRNA
Loaded into RNA-Induced
Silencing Complex (RISC)
to recognize and cleave
target mRNA
Primarily mRNA
Inhibits gene expression
through mRNA binding and
degradation, or via steric
hindrance blocking
translation initiation
Advantages
High potency at low
concentrations
Better stability
Long-term efficacy
Relatively easier to
obtain a potent siRNA
Easier in vivo delivery
and no vector requirement
Simple chemical
modification
Challenges
Tissue-specific delivery
technologies required
Generally higher
toxicity than siRNA
High affinity and specificity
Strong inhibitory potential
Complex screening process
Short half-life
Low immunogenicity
Generally lower potency
and duration of effect
than siRNA
Source: Literature Review; Frost & Sullivan Report
siRNAs, which are short double-stranded RNA molecules that, when delivered into cells
as exogenous therapeutic agents, engage the cell’s native RNA interference (RNAi) mechanism
to specifically degrade target mRNAs, have emerged as the frontier in oligonucleotide
therapeutics. ASOs are single-stranded RNA or DNA molecules that bind complementary
mRNA, which can modulate protein level and function through multiple mechanisms.
Aptamers, on the other hand, fold into specific 3D structures to bind target proteins with high
affinity and specificity to inhibit protein function.
INDUSTRY OVERVIEW
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The ability to develop therapeutics that effectively interact with disease-causing proteins
remains one of the greatest challenges in modern medicine. According to Frost & Sullivan,
only approximately 15% of the estimated 20,000 human proteins are considered “druggable”
by conventional small-molecule drugs. While antibody drugs have expanded this range to a
certain degree, they remain limited to proteins on the cell surface and cannot access
intracellular proteins that represent approximately 80% of all proteins in the human body.
Currently approved therapeutics specifically address fewer than 700 human proteins. This
renders the vast majority of disease-causing proteins unable to be effectively addressed through
small molecule drugs and antibody therapeutics, making them essentially “undruggable.”
Oligonucleotide therapeutics, represented by siRNAs, demonstrate distinct advantages
over traditional modalities such as small molecules and antibodies. A comparison of siRNA,
small molecules and antibody drug modalities is set forth in the table below:
siRNA Small molecules Antibody
~14 kDa
Regulation of gene
expression
High
Long
Monthly/quarterly/
bi-quarterly
Synthetic technologies/
moderate
High
Low
Minimal
Molecular weight <500Da >100kDa
Mechanism of action Regulation of proteins Regulation of proteins
Specificity Low High
Duration of effects Short Medium
Dosing frequency Daily Monthly/bi-monthly
Manufacturing
method/costs Chemical synthesis/low Biological process/high
Clinical development
success rate Low Medium
Immunogenicity and
ADA development Minimal High
Drug-drug interactions Common Low
Source: Literature Review; Frost & Sullivan Report
The siRNA drug market is expected to experience significant growth in the foreseeable
future. According to Frost & Sullivan, the penetration rates of siRNA drugs in the global
antithrombotic drug market, hypertriglyceridemia drug market, hypercholesterolemia drug
market, and anti-HBV drug market are expected to reach 4.5%, 8.1%, 15.5%, and 5.0%,
respectively, in 2034.
Market Size
The global oligonucleotide drug market demonstrates robust and sustained growth. It
grew from US$2.7 billion in 2019 to US$5.7 billion in 2024 at a CAGR of 16.2%. Growth in
the global oligonucleotide drug market is expected to accelerate, driven by ongoing
technological advancements, market approvals and increasing clinical validation, reaching
US$20.6 billion and US$54.9 billion in 2029 and 2034, respectively, representing a CAGR of
29.4% from 2024 to 2029 and 21.6% from 2029 to 2034. The following chart sets forth the
market size of the global oligonucleotide drug market.
INDUSTRY OVERVIEW
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Global Oligonucleotide Drug Market Size, 2019-2034E
Period CAGR
2019-2024 16.2%
2024-2029E 29.4%
2029E-2034E 21.6%
Billion USD
2.7 3.0 3.4 3.8 4.6 5.7 6.9 8.9
11.7
15.6
20.6
26.8
34.1
41.7
48.9
54.9
2019 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E
Source: Frost & Sullivan Report
The following charts set forth the breakdowns of global oligonucleotide drug market by
drug type for the years of 2019 and 2024 respectively. siRNA drugs are expected to capture a
greater market share in the next decade, outpacing other oligonucleotide modalities.
Breakdown of Global Oligonucleotide Drug Market by Drug Type, 2019 vs. 2024
Billion USD
2019
0.2, 6.2%
2.5, 93.8%
ASO siRNA
Billion USD
2024
0.3, 6.3%
2.7, 49.3%
2.4, 44.5%
ASO siRNA Aptamer
Source: Frost & Sullivan Report
INDUSTRY OVERVIEW
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Market Drivers and Future Trends
The primary market drivers and trends of the oligonucleotide drug market include the
following:
Technological advancement . The evolution of genetic screening and sequencing
technologies has significantly enhanced target identification and validation capabilities.
Advanced analytical tools have enabled more efficient and cost-effective analysis of genetic
materials, accelerating drug development. Moreover, breakthroughs in RNA chemical
modification and delivery systems have substantially improved drug stability, efficacy, and
safety profiles. The success of liver-targeted delivery, particularly through GalNAc-conjugate
technology, has paved the way for expanding oligonucleotide therapeutics to other organs
through innovative delivery strategies. These technological innovations, particularly in target
screening, synthesis methods, and delivery platforms, continue to expand the therapeutic
potential of oligonucleotide drugs and drive market growth.
Expanding therapeutic applications and combination therapies . The growing number of
approved oligonucleotide therapeutics and their commercial success have validated this drug
modality. As of the Latest Practicable Date, among the eight marketed siRNA drugs in the
world, seven were approved for rare diseases. The versatility of oligonucleotide platforms
enables targeting of previously “undruggable” target genes, expanding applications beyond
rare genetic diseases to more prevalent conditions including cardiovascular diseases, metabolic
disorders, and cancer. This proven clinical efficacy and broadening therapeutic scope have
boosted investor confidence and accelerated market growth. Moreover, by targeting different
molecular levels of cellular signaling pathways, oligonucleotide drugs in combination with
conventional drugs are expected to offer enhanced therapeutic efficacy, reduced toxicity, and
better resistance management.
Growing R&D investment and collaboration . Rising venture capital investments and
increased R&D expenditure from biotechnology and pharmaceutical companies are
accelerating market growth. Global MNCs have made siRNA therapeutics a mainstay in their
pipeline, increasing strategic investments and partnerships with aggregate deal value exceeding
US$22.2 billion since 2024. Particularly, the active investment environment is marked by
partnerships between MNCs and many leading biotech companies in oligonucleotide
therapeutics, including Alnylam, Ionis, Arrowhead and our Company. This convergence of
financial resources and industry expertise, coupled with growing government support, has
created a robust ecosystem driving oligonucleotide drug development and commercialization.
INDUSTRY OVERVIEW
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Supportive regulatory landscape . Global regulatory agencies have established
streamlined pathways to accelerate the development and approval of oligonucleotide-based
therapies. Initiatives such as the U.S. FDA ’s fast track, breakthrough therapy and priority
review designations, alongside the EMA ’s priority medicines scheme, provide predictable
frameworks that reduce timelines for clinical trials and market entry. Additionally, several
jurisdictions have introduced national strategies or funding programs that support innovation
in oligonucleotide therapeutics. For instance, China has prioritized the development of nucleic
acid drugs and RNAi technologies in national policies such as the 14th Five-Y ear Plan, creating
a favorable environment for industry growth. The U.S. National Institutes of Health has funded
RNA-based drug research through initiatives such as the RNA Therapeutics Program, which
supports the development of novel oligonucleotide modalities, and the EU has included RNA
and oligonucleotide therapeutics in its Horizon Europe program, a major EU research and
innovation funding initiative.
Entry Barriers
The major entry barriers for new entrants to the oligonucleotide drug market are set forth
as follows:
Technical expertise gap . The industry faces substantial talent and technology barriers,
requiring specialized expertise in delivery systems, chemical modifications, and quality control
processes. The scarcity of experienced professionals, coupled with the oligonucleotide drug
industry’s continuous development, creates a significant workforce challenge.
Intellectual property constraints . Patents play a key role in oligonucleotide drug
development. Pioneers in this field hold an advantage with a robust patent portfolio, which
creates obstacles for new entrants in designing oligonucleotide drugs, having to circle around
these patents.
Raw materials and manufacturing complexity . High-quality nucleoside monomers are
both critical and difficult to source, while the manufacturing process demands sophisticated
impurity control systems and specialized handling of hazardous materials. These technical and
operational challenges, combined with high material costs, create substantial barriers that favor
established manufacturers with integrated capabilities.
INTRODUCTION TO siRNA DRUGS
RNAi is a biological mechanism that regulates gene expression by silencing specific
genes through degrading mRNAs, thereby preventing the synthesis of the corresponding
proteins. siRNA, a double-stranded RNA molecule typically consisting of 20 to 25 nucleotides,
utilizes the RNAi pathway to selectively target and suppress the expression of specific genes,
making them powerful tools in both research and therapeutic applications.
INDUSTRY OVERVIEW
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The biological mechanism underlining siRNA therapeutics is the Nobel prize-winning
RNAi mechanism, which is the natural mechanism of gene regulation embedded in a broad
spectrum of organisms including human and other mammalian animals. The natural RNAi
process involves three sequential steps, as illustrated in the diagram below: (i) the precursor
RNA is processed by Dicer enzyme into short double stranded RNA molecules (20 to 25
nucleotides) (namely microRNA), which are the functional units for gene silencing; (ii) these
microRNA molecules are then loaded into the RNA-induced silencing complex (RISC), where
their two strands are separated and one strand is retained as the guide strand; and (iii) this guide
strand directs RISC to the target mRNA, to result in translational repression of the mRNA and
its degradation. The process is known as gene silencing.
siRNA therapeutics are artificial short double-stranded RNA molecules that function by
using the RNAi mechanism to silence genes in human and animals. These siRNA molecules are
designed, normally chemically synthesized, to enable highly specific silencing of genes of
identical sequences with high potency, and long duration.
The following diagram illustrates the RNAi mechanism of action.
RNAi Pathway
Drosha
dsRNA
Dicer
siRNA
RISC
complex
mRNA
cleaved mRNA
s
ha
D
i
ce
r
RI
S
C
c
o
m
p
le
x
m
R
N
A
clea
v
e
d
 m
R
N
A
s
i
R
N
A
N
e
cececec
e
r
D
i
c
e
cceec
microRNA
Source: Literature Review; Frost & Sullivan Report
siRNA therapeutics can be precisely designed to silence virtually any gene through its
unique RNAi mechanism, offering significant opportunities to address previously undruggable
targets. Moreover, siRNA has demonstrated various advantages compared to other modalities,
including high specificity and duration of effect, as well as encouraging clinical success rates,
due to its sequence-based targeting mechanism.
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Core Technologies of siRNA Drug Development
The successful development of siRNA therapeutics integrates several critical
technologies, including improved delivery systems to enable cellular uptake and tissue
targeting, chemical modifications to enhance stability and reduce unwanted side effects, and
optimized RNA synthesis and purification to ensure consistent quality. Mastering and
integrating these core technologies offers several advantages, including modularity in adapting
established platforms for new targets and drug products. This systematic approach, combined
with continuous technological advancement, can significantly improve the success rates of
siRNA drug development while shortening development timelines.
Delivery Technologies
siRNA molecules require specialized delivery systems to overcome their inherent
challenges: large molecular weight (~14 kDa), negative charge preventing membrane passage,
and susceptibility to nuclease degradation. Three main liver-targeted delivery methods have
emerged: N-Acetylgalactosamine (GalNAc) conjugates, lipid nanoparticles, and polymer-
based carriers. Each method aims to protect siRNA in circulation, facilitate cellular entry,
enable endosomal escape, or achieve targeted delivery to specific tissues.
GalNAc conjugates have emerged as a clinically successful liver-targeting delivery
system for siRNA therapeutics. This approach leverages the high expression of
asialoglycoprotein receptors (ASGPR) on liver cells, enabling receptor-mediated endocytosis.
GalNAc-siRNA conjugates offer advantages such as high potency, favorable safety and
long-lasting effects.
Chemical Modification Technologies
Chemical modifications of siRNA are crucial for therapeutic success, primarily focusing
on three key positions: sugar modifications (2’-O-methyl and 2’-fluoro), backbone
modifications (phosphorothioate linkages), and terminal modifications (3’ and 5’ ends). These
modifications strategically suppress immunostimulatory effects, enhance nuclease resistance,
and improve target specificity while maintaining gene-silencing activity. The optimal
modification pattern requires balance, as demonstrated in approved siRNA therapeutics that
combine multiple chemical modifications for maximal stability and efficacy while minimizing
off-target toxicity.
siRNA Synthesis and Screening Technologies
siRNA therapeutic development involves a systematic process of design, synthesis, and
screening. Design of siRNA therapeutics not only focuses on RNA sequences complementary
to target disease genes, but also seeks to avoid potentially hit other genes (known other
off-target effects) or triggering the body’s immune responses. Whenever possible, siRNA is
designed to act simultaneously in rodents, non-human primates and human so that the
translational process can be facilitated.
Although during the discovery and exploration of the RNAi mechanism, siRNA synthesis
has been explored utilizing multiple approaches including chemical synthesis, in vitro methods,
and vector-based systems to generate functional siRNA molecules, siRNA therapeutics under
clinical and preclinical development are mostly produced through chemical synthesis using
solid-phase RNA synthesizers, whereas liquid-phase synthesis of siRNA as well as enzymatic
synthesis of siRNA have been attempted with initial success.
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To obtain siRNAs with sufficient safety profile, potency, and other desired properties,
screening is required to provide experimental proof of such properties of the selected siRNAs.
The screening process combines in-cell assays, animal assays, and computational tools to
verify the potency, specificity, durable property, and potential off-target effects.
Competitive Landscape of siRNA Drugs
The global siRNA therapeutics market is dominated by a few major players with years of
technology and expertise accumulation. The following table sets forth the key players in the
global siRNA drug landscape.
Key Players in the Global siRNA Drug Landscape
Company
No. of siRNA Assets
under Clinical
Development (No. in
Phase 2 or Beyond)
No. of Marketed
siRNA Drugs Indication Coverage
Alnylam Pharms 15 (8) 6 Liver diseases, neurological disorders,
hypertension, renal diseases
Arrowhead 18 (5) 1 Lipid disorders, cardiovascular diseases,
liver diseases, rare diseases
Argo Biopharma 7 (5) / Liver diseases, lipid disorders, rare diseases,
hypertension
Sanegene 4 (2) / Cardiometabolic disorders, hypertension,
complement-mediated diseases
Sirius Therapeutics 3 (2) / Thrombosis/coagulation disorders,
cardiovascular/lipid disorders, obesity
Our Company 7 (4) / Thrombotic diseases, hyperlipidemia,
renal diseases, liver diseases
Novo Nordisk 9 (3) 1 Rare diseases, liver diseases
Novartis 3 (0) 1 Cardiovascular diseases, lipid disorders
Sarepta Therapeutic 4 (1) / Rare diseases
Silence Therapeutic 3 (1) / Rare diseases, dyslipidemia
Arbutus Biopharma 3 (1) / HBV
Wave Life Science 1 (0) / Overweight or obesity
Source: FDA, CDE, Frost & Sullivan Report
China’s siRNA drug development has gained significant momentum in recent years with
a select group of key players emerging as market leaders. Our Company currently has one of
the largest portfolios of clinical-stage assets among these domestic players.
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CARDIOV ASCULAR, METABOLIC AND RENAL DISEASES
Cardiovascular, metabolic and renal diseases are closely interconnected chronic
conditions that share common risk factors and pathophysiological pathways. Metabolic
disorders, particularly lipid abnormalities such as elevated cholesterol and triglycerides,
contribute to atherosclerosis development and increased thrombotic risk. For example, elevated
low-density lipoprotein cholesterol (“LDL-C”) ( /H11350160 mg/dL), often referred to as “bad
cholesterol,” is estimated to increase atherosclerosis risk by 70%, while hypertriglyceridemia
(“HTG”) ( /H11350200 mg/dL) raises thrombotic event risk by approximately 40%. Chronic kidney
diseases, such as IgA nephropathy, are commonly associated with metabolic disturbances
including dyslipidemia and enhanced thrombotic risk, which contribute to increased
cardiovascular complications. Studies indicate that approximately 60%-80% of chronic kidney
disease patients are diagnosed with HTG. The resultant dyslipidemia further exacerbates renal
damage. Triglyceride levels exceeding 200 mg/dL in patients with chronic kidney disease are
associated with a 2.3-fold increased risk of renal function decline.
Notably, these interconnected diseases involve multiple organs and systems, with the liver
serving as a key metabolic hub in their development and progression. Given the liver’s central
role in regulating many disease pathways, liver-targeting therapies offer a promising treatment
approach to these widespread conditions. Cardiovascular, metabolic and renal diseases also
share common pathophysiological pathways with certain liver conditions, particularly
metabolic-dysfunction-associated steatotic liver disease (MASLD). This bidirectional
interconnection means patients with liver disease face elevated risks of cardiovascular,
metabolic and renal diseases, and vice versa, with each condition potentially exacerbating the
others through multiple shared pathways including chronic inflammation, dyslipidemia,
metabolic disturbances, and fibrosis progression.
The close interconnection among cardiovascular, metabolic and renal diseases
underscores the importance of therapeutic interventions that can effectively reduce
cardiovascular mortality risk, especially in patients with concurrent liver diseases. The
following chart illustrates the interconnection among cardiovascular, metabolic, renal and liver
diseases.
Thrombosis
Atherosclerosis
Viral Hepatitis
MASH
Inflammation
Oxidative stress
Insulin resistance
Vascular dysfunction
↑ Intrahepatic fat
↑ Fibrosis
↑ RAAS
↑ BUN/Ammonia
↑ ROS
↑ Uric acid
↑ Gut Dysbiosis
↑ Cytokines/ROS
↑ Uric acid
↑ Subclinical Atherosclerosis
↑ Cardiac Remodeling
↑ CGT
CKD
IgA nephropathy
Source: Frost & Sullivan Report
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Thrombotic Diseases
Overview
Thrombotic diseases encompass a spectrum of conditions characterized by pathological
blood clot formation (thrombosis) in arterial or venous vessels. Thrombotic diseases have
emerged as one of the leading causes of death worldwide, accounting for one-quarter of deaths
globally each year. Global incidence of thrombotic diseases in 2024 was 26.7 million
(including 4.8 million in the EU and 7.0 million in China), and is expected to reach 29.1
million in 2034 (including 7.6 million in the EU and 12.4 million in China). Risk factors
include advanced age, obesity, physical inactivity, and major surgery, while medical conditions
such as metabolic disorders, atrial fibrillation and cancer significantly increase thrombotic risk.
Notably, metabolic disorders such as hyperlipidemia (particularly elevated levels of cholesterol
and triglycerides) can promote thrombosis by inducing endothelial dysfunction and creating a
prothrombotic state.
Thrombosis is triggered by the interaction of three key pathophysiological components:
endothelial injury (damage to blood vessel walls), stasis (abnormal blood flow), and
hypercoagulability (increased blood clotting tendency). The coagulation process occurs
through a complex but well-organized cascade system. Blood clotting is initiated via two
pathways: the intrinsic pathway, triggered by contact with damaged vessel surfaces and
primarily involved in pathological clot formation, and the extrinsic pathway, which rapidly
initiates protective clot formation when tissue injury exposes blood to external factors and
serves as the body’s primary defense against excessive bleeding. Both pathways converge on
a common pathway, in which activated factor X (Xa) converts prothrombin to thrombin,
ultimately leading to the formation of fibrin and a stable blood clot.
While this process is essential for hemostasis, its pathological activation can result in
thrombotic complications. Arterial thrombosis primarily manifests as acute events such as
myocardial infarction and ischemic stroke, while venous thrombosis typically presents as deep
vein thrombosis, which can lead to pulmonary embolism and thrombosis in other sites.
The following diagram illustrates the coagulation pathway.
mRNA
Hepatocyte
Intrinsic pathway
Common
pathway
Clot initiation and
wound healing
Clot propagation and
thrombosis
Endothelium
Extrinsic pathway
* Red crosses (X) indicate the inhibitory points of anticoagulants, blocking specific coagulation factors (e.g., Xa,
thrombin) to prevent clot formation by interrupting the coagulation cascade.
Source: Illustration created by the Company using BioRender .com
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While lifestyle interventions such as regular exercise, smoking cessation, and weight
management serve as important preventive measures and adjunctive treatments, they are often
insufficient for high-risk patients or those with severe thrombotic conditions. The current
primary pharmacological therapy for thrombotic diseases is anticoagulants (including warfarin,
heparin, and direct oral anticoagulants). Antiplatelet agents (such as aspirin and P2Y12
inhibitors) are used when treating arterial thrombosis. While effective at preventing thrombotic
events, most current agents act non-selectively, affecting the intrinsic, extrinsic, and common
downstream pathways of clotting. This therapeutic approach inevitably compromises normal
hemostatic responses to injury, resulting in increased likelihood of bleeding complications,
such as gastrointestinal bleeding and intracranial hemorrhage. Moreover, current
anticoagulants typically require frequent monitoring or complex dose adjustments, resulting in
poor patient compliance. These limitations have driven recent development focus toward novel
anticoagulation mechanisms, particularly FXI-targeting oligonucleotide therapies, which
selectively inhibit the intrinsic coagulation pathway while preserving extrinsic pathway-
mediated hemostasis, potentially offering improved safety profiles with reduced bleeding risk.
The following chart sets forth the treatment paradigm for thrombotic diseases.
Thrombotic Diseases
Venous Thromboembolism
Deep vein
thrombosis (DVT)
Acute coronary
syndrome (ACS) Atrial fibrillation (AF) Arterial ischemic
stroke (AIS)
• Anticoagulants:
Heparin: UFH, Enoxaparin, Nadroparin, Dalteparin
Vitamin K Inhibitors: Warfarin (VKA)
NOAC: Rivaroxaban, Apixaban, Edoxaban, Dabigatran, Betrixaban
Indirect Factor Xa Inhibitor: Fondaparinux
Direct Thrombin Inhibitors: Argatroban
• Antiplatelets:
Aspirin, Clopidogrel
Drug treatment of
thrombotic diseases
Subtypes
8.1 million 1.1 million 7.0 million 63.0 million 1.2 millionEpidemiology(1)
Arterial Thromboembolism
Pulmonary
thromboembolism
(PTE)
Note:
(1) Representing global incidence numbers in 2024 except AF, which represented prevalence number in 2024 to
reflect overall disease burden given AF’s paroxysmal or chronic nature.
Source: Literature Review; Frost & Sullivan Report
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The following table sets forth the main categories of pharmacological therapies for
thrombotic diseases.
Therapy MOA Hemorrhagic
Risk
PK/Administration
Advantage
Treatment Eligibility
in High-Risk/
Contraindicated
Patients
Representative
Drugs Annual Cost*
FXI-targeting
therapies**
FXI-specific
inhibition;
targeted
anticoagulation
Low High High
RBD4059
(siRNA),
IONIS-FXIRx
(ASO), abelacimab,
asundexian
/
Warfarin
Vitamin K
antagonist;
inhibits multiple
coagulation
factors
High Low Medium Coumadin ~US$100 – 300
Heparin/LMWH
Activates
antithrombin III
to inhibit
thrombin & FXa
High Low Medium Lovenox ~US$1,500 –
2,500
NOACs
Direct FXa or
thrombin
inhibition
Medium Medium Medium Xarelto ~US$6,000 –
8,400
* Representing annual cost of representative drugs of each therapy.
** As of the Latest Practicable Date, no FXI-targeting therapies had been approved for treating thrombotic
diseases.
Source: Literature Review; Frost & Sullivan Report
Current drug development efforts in thrombotic diseases have focused primarily on
FXI-targeting therapies due to their potential to reduce thrombotic risk while minimizing
bleeding complications. These therapies span three main modalities: oligonucleotide therapies
that suppress hepatic FXI mRNA expression, including Ionis Pharmaceuticals/Bayer’s IONIS-
FXIRx (ASO) and the Company’s RBD4059 (siRNA); monoclonal antibodies that directly bind
and inhibit FXI/FXIa, including Anthos Therapeutics’ abelacimab; and oral small molecule
inhibitors that block FXIa catalytic activity, including Bayer’s asundexian. Among these
approaches, oligonucleotide-based therapies have emerged as a leading development direction
due to their prolonged duration of action, though all three modalities continue to advance in
parallel.
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Addressable Market Size of Antithrombotic Drugs
The global antithrombotic drug market increased from US$37.6 billion in 2019 to
US$59.3 billion in 2024 at a CAGR of 9.5%, and is expected to reach US$87.4 billion and
US$122.6 billion in 2029 and 2034, respectively, representing a CAGR of 8.0% from 2024 to
2029 and 7.0% from 2029 to 2034. The following chart sets forth the addressable market size
of global antithrombotic drug market.
Market Size of Antithrombotic Drugs Globally, 2019-2034E
Period CAGR
2019-2024 9.5%
2024-2029E 8.0%
2029E-2034E 7.0%
Billion USD
37.6
44.1
51.3 52.8 52.9
59.3
64.8
70.1
75.6
81.4
87.4
93.7
100.3
107.4
114.8
122.6
2019 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E
Source: Frost & Sullivan Report
Approximately 55%-60% of the global antithrombotic drug market is potentially
addressable by FXI-targeting siRNA therapies. This percentage represents patients requiring
long-term chronic anticoagulation — the primary therapeutic focus of FXI-targeting siRNAs
— while the excluded 40%-45% comprises perioperative and acute short-term anticoagulation
uses.
FXI-targeting siRNA Drugs for Thrombotic Diseases
Factor XI (FXI) is a protein that plays a crucial role in the process of blood clotting, or
hemostasis. FXI-targeted therapies provide key benefits for treating thrombotic diseases by
specifically blocking FXI in the intrinsic clotting pathway. This selective mechanism, by
preserving the extrinsic pathway essential for normal hemostasis, provides effective prevention
of blood clots with reduced bleeding risk, addressing a critical unmet need in thrombotic
disease management. Given these promising characteristics, various therapeutic modalities
targeting FXI are currently under clinical development, including small molecules, antibodies,
and oligonucleotides, although none had been approved as of the Latest Practicable Date.
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Among these FXI-targeting approaches, FXI-targeting siRNA therapeutics demonstrate
several potential advantages. Unlike small molecule drugs which often require daily dosing,
FXI-targeting siRNA therapeutics can achieve sustained reduction in FXI protein and activity
with extended dosing intervals due to its long-lasting effects, which leads to enhanced patient
compliance and lower overall treatment costs. Additionally, the synthetic nature and
liver-specific delivery of siRNA drugs result in lower immunogenicity and minimal anti-drug
antibody (ADA) development compared to antibodies, which as protein-based drugs inherently
carry a higher risk of immunogenicity. With selective thrombosis inhibition and predictable
pharmacological effects enabled by direct hepatic targeting, these siRNA therapeutics
demonstrate superior safety profile, positioning them as next-generation antithrombotic drugs,
particularly crucial for long-term prevention requiring sustained drug exposure.
Competitive Landscape of FXI-targeting siRNA Drugs for Thrombotic Diseases
As of the Latest Practicable Date, no FXI-targeting siRNA drugs had been approved for
treating thrombotic diseases, and there were four FXI-targeting siRNA drug candidates under
clinical development for treating thrombotic diseases globally as shown in the table below.
FXI-targeting siRNA Drug Candidates Under Clinical Development for
Thrombotic Diseases Globally
Drug Name Company Technology Indication Phase First Posted
Date
RBD4059 Our Company
siRNA (GalNAc)
Stable
coronary artery
disease
2 2024-08
siRNA (GalNAc) Healthy
subjects 1 2022-12
SRSD107 Sirius Therapeuti cs siRNA (GalNA c) Thrombosis 2 2025-08
STP122G Sirnaomics siRNA (GalNAc) Healthy
subjects 1 2023-05
ADX-626 ADARx
Pharmaceuticals siRNA (GalNAc) Healthy subjects 1 2025-07
Source: ClinicalTrials.gov, Frost & Sullivan Report
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Dyslipidemia
Overview
Dyslipidemia is a condition characterized by abnormal levels of any or all lipids (e.g.
triglycerides, cholesterol, phospholipids) or lipoproteins in the blood. Globally, the prevalence
of dyslipidemia in adults is estimated at around 40%, affecting approximately 3.0 billion
individuals each year.
Hypercholesterolemia (“HC”) is the most common type of dyslipidemia, accounting for
approximately 27.4% of global dyslipidemia cases. Approximately 935.0 million people were
affected by HC in 2024 globally, which is expected to reach 1,010.0 million people in 2034.
In the EU and China, 174.9 million and 118.2 million people were affected by HC in 2024,
respectively, which are expected to reach 172.0 million and 122.7 million in 2034, respectively.
HC is typically characterized by elevated LDL-C, with or without an increase in total
cholesterol. It can be caused by factors such as poor diet, physical inactivity, obesity, and
genetic predisposition. While most patients with HC have no obvious discomfort, it is a
significant risk factor for cardiovascular diseases and is frequently associated with other
metabolic disorders. According to Frost & Sullivan, among patients with premature
cardiovascular disease, approximately 33.8% to 44.3% present with HC. For HC, lifestyle
modifications including dietary changes, regular physical exercise, and weight management
constitute the foundation of treatment and prevention. However, these interventions alone are
often insufficient to achieve target LDL-C levels, particularly in patients with familial
hypercholesterolemia or severe dyslipidemia. Statins are the first-line medication for treating
HC, with the intensity selected based on cardiovascular risk assessment and target LDL-C
reduction goals. Additional options include cholesterol-absorption inhibitors such as
ezetimibe, proprotein convertase subtilisin/kexin type 9 (PCSK9) inhibitors, and bile acid
sequestrants, often used in combination therapy for patients not achieving target levels with
statins alone or who are statin-intolerant. However, only about one-third of patients achieve
their target LDL-C levels with available treatments. Poor adherence can also be found in
patients with HC. Such limitations highlight unmet needs for more effective and better-
tolerated therapeutic options.
HTG, defined by elevated blood triglyceride levels (TG /H113501.7 mmol/L), affects
approximately 25% of the global dyslipidemia cases. Approximately 845.6 million people were
affected by HTG in 2024 globally, which is expected to reach 913.9 million in 2034. In the EU
and China, 174.3 million and 217.3 million people were affected by HTG in 2024, respectively,
which are expected to reach 172.0 million and 219.9 million in 2034, respectively. HTG is
closely associated with multiple diseases, represented by cardiovascular disease and acute
pancreatitis. According to Frost & Sullivan, among individuals with these conditions,
approximately 35%-50% are affected by HTG. For HTG, treatment strategies depend on the
severity of elevation and associated conditions. Lifestyle interventions including dietary
modifications (particularly reduction of refined carbohydrates and alcohol), weight loss, and
increased physical activity may be adequate for patients with mild HTG. However, these
measures often provide insufficient TG reduction in patients with severe HTG, necessitating
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pharmacological intervention. Fibrates are often the primary pharmacological choice when TG
levels are significantly elevated (typically TG >5.6 mmol/L). Other therapeutic options include
omega-3 fatty acids and niacin, especially for patients intolerant to other treatments. However,
current treatments for HTG show modest efficacy in achieving target TG levels, with fibrates
and omega-3 fatty acids demonstrating suboptimal responses in approximately 16.2%-26.2% of
patients, particularly in those with severe HTG. In cases of mixed dyslipidemia, where both
cholesterol and triglycerides are elevated, combination therapy may be necessary. These agents
are further constrained by daily dosing requirements that contribute to poor long-term
adherence and safety concerns including hepatotoxicity, myopathy, gastrointestinal
disturbances and pancreatitis risk. These limitations underscore the unmet need for novel
therapies with improved risk-benefit profiles, including APOC3-targeting oligonucleotide
therapies.
The table below sets forth the key distinctions between HC and HTG:
Characteristics Hypercholesterolemia (HC) Hypertriglyceridemia (HTG)
Elevated Lipid Low-density lipoprotein (LDL) cholesterol Triglycerides
Global Prevalence (2024) Approximately 935.0 million Approximately 845.6 million
Primary Risks Atherosclerotic cardiovascular disease Acute pancreatitis
Standard-of-Care Therapies Statins, ezetimibe, PCSK9 inhibitors Fibrates, omega-3 fatty acids
Unmet Medical Needs Limited response, poor long-term adherence and safety concerns
The treatment paradigm for dyslipidemia is set forth as below:
Treatment diagram
of dyslipidemia
Cholesterol -lowering
drugs
Triglyceride-lowering
drugs
Combination therapy
Statin drugs
Cholesterol
absorption inhibitors
PCSK9 inhibitors
Other: Probucol,
Zhibitai
Atorvastatin, Rosuvastatin,
Fluvastatin, Lovastatin, Pitavastatin,
Pravastatin, Simvastatin,
Xuezhikang
Ezetimibe, Hyzetimibe
Fibrates
ω-3 fatty acids
Niacin and related
compounds
Fenofibrate, Bezafibrate and
Gemfibrozil
IPEEPA+DHA
Niacin extended-release tablets,
Acipimox
Statin drugs
+ Cholesterol absorption inhibitors
with/or PCSK9 inhibitors
+ω-3 fatty acids (IPE, EPA + DHA) or
Fenofibrate
+ω-3 fatty acids (IPE, EPA + DHA) Fibrates
Evolocumab, Alirocumab, Tafolecimab,
and siRNA Inclisiran
Source: Frost & Sullivan Report
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The following table sets forth the main categories of pharmacological therapies for HTG.
Therapy MOA
Efficacy in
Severe/Refractory
TG Reduction
Dosing /
Adherence
Advantage
Applicability in
Severe/Refractory
Hypertriglyceridemia
Representative
Drugs Annual Cost*
APOC3-targeting
therapies
APOC3
silencing;
reduces TG at
source
High High High Waylivra (ASO),
Plozasiran (siRNA)
Waylivra:
~ US$450,000
Plozasiran:
~US$60,000
Fibrates
PPARα
agonists;
increase
lipolysis & TG
clearance
Medium Medium Medium Tricor, Lopid ~ US$120 – 360
High-intensity
statins
HMG-CoA
reductase
inhibition;
mainly LDL-C
lowering
Medium
Medium Medium Lipitor ~ US$100 – 250
ω-3 fatty acids
Reduces
hepatic TG
synthesis
Low Medium Low Vascepa ~US$4,800 – 5,500
ANGPTL3 mAb
Inhibits
ANGPTL3 to
lower TG/LDL
High Medium Medium Evkeeza ~ US$450,000 –
487,500
* Representing annual cost of representative drugs of each therapy.
Source: Literature Review; Frost & Sullivan Report
APOC3-targeting oligonucleotide therapies have emerged as the predominant
development direction in HTG due to their potent, long-acting TG-lowering effects and
potential to improve the risk-benefit profile compared with existing treatments. The most
clinically advanced drug candidates include Ionis Pharmaceuticals’ olezarsen, which is an
NDA-enabling ASO candidate for severe HTG.
The following table sets forth the main categories of pharmacological therapies for HC.
Therapy MOA
LDL-C
Reduction
Efficacy
Dosing/
Adherence
Advantage
Efficacy in
Statin-Intolerant/
High-Risk ASCVD
Patients
Representative
Drugs Annual Cost*
PCSK9-
targeting
therapies
PCSK9-specific
inhibition;
enhanced hepatic
LDL receptor
expression and
LDL-C clearance
High High High Inclisiran (siRNA)
Repatha (mAb) ~US$6,000 – 6,500Statins
HMG-CoA
reductase
inhibition
Medium High Medium Lipitor, Crestor ~US$150 – 300Ezetimibe
NPC1L1
inhibition;
reduces
cholesterol
absorption
Medium High Medium Zetia ~US$500 – 2,800
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* Representing annual cost of representative drugs of each therapy.
Source: Literature Review; Frost & Sullivan Report
Within HC, most product candidates are targeted therapies, including: (i) PCSK9-
targeting agents, such as Merck’s oral macrocyclic peptide inhibitor MK-0616, AstraZeneca’s
oral small-molecule inhibitor AZD0780 and the Company’s PCSK9-targeting siRNA
RBD5044; (ii) lipoprotein(a)-targeting therapies, including Amgen/Arrowhead’s siRNA
candidate olpasiran; and (iii) angiopoietin-like protein 3 (ANGPTL3)-targeting therapies,
including Eli Lilly’s siRNA candidate solbinsiran.
Addressable Market Size of Lipid-regulation Drugs
The global burden of dyslipidemia is substantial and under-addressed. In 2024, the
prevalence of dyslipidemia reached 3,221.6 million people in the worldwide, and it is expected
to increase to 3,672.5 million in 2034. Such a large group of patients have a huge demand for
dyslipidemia treatment to control the progression of the disease. The global lipid-regulation
drug market increased from US$18.9 billion in 2019 to US$24.0 billion in 2024 at a CAGR of
4.9%. It is expected to reach US$35.3 billion and US$41.6 billion in 2029 and 2034,
respectively, representing a CAGR of 8.0% from 2024 to 2029 and 3.4% from 2029 to 2034.
The following chart sets forth the addressable market size of global lipid-regulation drug
market.
Market Size of Lipid-regulation Drugs Globally, 2019-2034E
Period CAGR
2019-2024 4.9%
2029E-2034E 3.4%
2024-2029E 8.0%
Billion USD
18.9 17.9 18.7 19.5
22.0
24.0
26.5
29.0
31.2
33.3
35.3 37.0 38.5 39.8 40.9 41.6
2019 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E
Source: Frost & Sullivan Report
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APOC3-targeting siRNA Drugs for HTG
Apolipoprotein C-III (APOC3) is a key regulator of lipid metabolism in the body,
particularly affecting TG levels. When present at elevated levels, APOC3 disrupts normal lipid
processing primarily by inhibiting lipoprotein lipase (LPL), an enzyme responsible for
breaking down TGs (LPL-dependent pathway), and by interfering with hepatic clearance of
TG-rich lipoprotein remnants (LPL-independent pathway). This leads to a significant
accumulation of TGs in the blood, resulting in HTG. The strong association between APOC3
and TG metabolism makes it an important therapeutic target for treating HTG.
APOC3-targeting therapies have emerged as a breakthrough approach by directly
inhibiting a key regulator of lipid metabolism, thereby enhancing the clearance of TG-rich
lipoproteins and remnant cholesterol from the bloodstream. This strategy provides more
effective and targeted management of TG and remnant cholesterol-related cardiovascular risk
compared to LDL cholesterol-focused standard-of-care treatments, as TG-rich particles and
remnant particles are increasingly recognized as major contributors to atherosclerotic plaque
formation and vascular damage. By specifically targeting APOC3 mRNA, APOC3-targeting
siRNA therapeutics can effectively reduce APOC3 protein levels, thereby removing its
inhibitory effects on crucial enzymes involved in lipid metabolism, such as lipoprotein lipase,
and enhancing the clearance of TG-rich lipoproteins. Clinical studies have demonstrated that
APOC3 reduction through siRNA drugs can lead to significant decreases in TG levels,
particularly beneficial for patients with severe HTG who have limited treatment options or
inadequate response to existing therapies. The specificity of this approach and its
complementary mechanism to current treatments suggests potential clinical value both as
monotherapy and in combination with existing lipid-lowering medications. Unlike
conventional TG-lowering therapies that primarily function through metabolic pathway
modulation, APOC3 siRNA’s gene-silencing mechanism enables synergistic combinations with
established treatments. Specifically, it complements statins through dual-pathway action
combining cholesterol synthesis inhibition with APOC3 gene silencing, works alongside
fibrates by pairing PPAR pathway activation with direct APOC3 blockade, and enhances
omega-3 fatty acid efficacy by eliminating APOC3-mediated resistance. This complementary
positioning expands the addressable market beyond treatment substitution, creating
incremental therapeutic value for patients with inadequate response to conventional therapies
and enabling enhanced overall efficacy through combination treatment strategies. Importantly,
siRNA ’s durable pharmacological activity enables long-lasting TG control with quarterly or
bi-annual dosing schedule s — a paradigm shift from daily drug regimens that significantly
enhances patient adherence.
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Competitive Landscape of APOC3-targeting siRNA Drugs for HTG
As of the Latest Practicable Date, there were only three APOC3-targeting oligonucleotide
drugs approved, volanesorsen and olezarsen, both of which were ASOs, and plozasiran, an
siRNA, for the treatment of familial chylomicronemia syndrome (“FCS”). FCS is a rare,
inherited form of severe HTG caused by defective chylomicron metabolism. The approval of
these drugs have demonstrated the clinical validity of APOC3 as a therapeutic target in severe
HTG. As of the Latest Practicable Date, there were four APOC3-targeting siRNA drug
candidates under clinical development for HTG. The following table illustrates the competitive
landscape of the APOC3-targeting siRNA drug candidates under clinical development globally.
APOC3-targeting siRNA Drug Candidates Under Clinical Development for
HTG Globally
Drug Name/Code Company
Arrowhead Pharma,
Visirna
Therapeutics
Plozasiran
siRNA
(GalNAc)
siRNA
(GalNAc)
siRNA
(GalNAc)
siRNA
(GalNAc)
siRNA
(GalNAc)
siRNA
(GalNAc)
Regeneron
Pharmaceuticals
Rona Therapeutics
Our CompanyRBD5044
ALN-APOC3
RN0361
Technology Indication Phase First Posted Date
HTG
Severe HTG
Dyslipidemia
Severe HTG at high risk
of acute pancreatitis
Elevated TC
Mixed dyslipidemia
3
3
1/2
3
1
2
2024-05
2024-07
2025-01
2025-03
2024-06
2025-01
siRNA
(GalNAc) Healthy subjects 1 2022-11
Source: ClinicalTrials.gov, Frost & Sullivan Report
PCSK9-targeting siRNA Drugs for Hypercholesterolemia
PCSK9 naturally regulates cholesterol metabolism by promoting the degradation of
low-density lipoprotein (“LDL,” the main carrier of “bad cholesterol”) receptors on liver cells.
PCSK9 inhibitors work by preventing this degradation, thereby increasing functional LDL
receptors and enhancing LDL-C clearance. Clinical trials have demonstrated that this
mechanism can achieve substantial LDL-C reduction (typically 50%-70%, compared to statins
(generally 20%-50%) and ezetimibe (15%-20%)) and proves particularly effective for patients
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who are statin-intolerant or unable to reach target levels with conventional therapies. With
established safety data and a complementary mechanism to existing treatments, PCSK9
inhibitors provide an important therapeutic option for managing high-risk HC patients.
PCSK9-targeting siRNA drugs represent an innovative approach in HC treatment by
reducing PCSK9 protein synthesis at the mRNA level. Unlike monoclonal antibodies that bind
to circulating PCSK9, these siRNA drugs prevent PCSK9 production in hepatocytes, leading
to increased LDL receptor expression and enhanced LDL-C clearance. Clinical trials of
PCSK9-targeting siRNA drugs have demonstrated durable LDL-C reduction with twice-yearly
dosing, compared to biweekly or monthly administrations required for antibody therapies. This
mechanism and reduced dosing frequency provide a distinct therapeutic option for long-term
HC management.
Competitive Landscape of PCSK9-targeting siRNA Drugs for Hypercholesterolemia
As of the Latest Practicable Date, there was one PCSK9-targeting siRNA drug, inclisiran,
approved globally for the treatment of HC, and there were six siRNA drug candidates under
clinical development globally for HC.
Marketed PCSK9-targeting siRNA Drugs for HC Globally
Drug Name Company Treatment Cost
per Patient (2024)Technology Indication Approval Regions First Posted Date Market Share
(2024)
Inclisiran
Novartis, Alnylam
Pharma, The
Medicines Company
siRNA (GalNAc)
heterozygous
familial
hypercholesterolemia
(HeFH) or clinical
atherosclerotic
cardiovascular
disease (ASCVD),
mixed hyperlipidemia
EU, U.S.,
PRC, Japan,
South Korea
EMA: 2020-12
FDA: 2021-12
NMPA: 2023-08
PMDA: 2023-09
MFDS: 2024-06
U.S.: US$6,746.8
China: RMB19,976
100%(1)
Note:
(1) In the global PCSK9-targeting siRNA drug market.
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PCSK9-targeting siRNA Drug Candidates Under Clinical Development for
HC Globally
RBD7022 Our Company/Qilu
Pharmaceutical
siRNA (GalNAc)
Primary HC
or mixed
hyperlipidemia
with elevated
LDL-C
2 2024-12
siRNA (GalNAc) Normal or
elevated LDL-C 1 2022-12
SGB-3403 SanegeneBio siRNA (GalNAc)
heterozygous familial
hypercholesterolemia
(HeFH) or clinical
atherosclerotic
cardiovascular
disease (ASCVD)
1 2023-05
RN0191* Rona Therapeutics siRNA (GalNAc) Elevated LDL-C 1 2023-06
COR-1004 Corsera Health siRNA (GalNAc)  Normal or elevated
LDL-C 1  2025-11
SRSD101 Sirius Therapeutics siRNA (GalNAc) Normal or elevated
LDL-C 1 2023-11
SYH2053 CSPC Pharma siRNA (GalNAc)
Primary HC
or mixed
hyperlipidemia
with elevated
LDL-C
2 2024-11
Drug Name/Code Company Technology Indication Phase First Posted Date
* As of the Latest Practicable Date, phase 1 study for RN0191 had been completed.
Source: ClinicalTrials.gov, Frost & Sullivan Report
Renal Diseases
Overview
Renal diseases are conditions that impair kidney structure or function, leading to waste
accumulation, electrolyte imbalances and increased cardiovascular risk. They can be broadly
classified into acute kidney injury and chronic kidney disease. The prevalence of chronic
kidney disease is approximately 9.5% in the adult population globally. Conventional treatments
— including corticosteroids, immunosuppressants, and renin-angiotensin system blockers —
often provide suboptimal disease control because they fail to directly target the underlying
pathophysiological mechanisms, such as immune-mediated injury and progressive renal
fibrosis. Moreover, their long-term use often leads to significant adverse effects and
diminished efficacy in certain patient populations.
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The complement system plays a critical role in mediating inflammation and fibrosis in
renal diseases through Classical, Lectin, and Alternative pathways. These pathways converge
through enzymatic amplification, forming C3/C5 convertases that ultimately lead to membrane
attack complex (MAC) assembly, promoting inflammation and cell destruction. Emerging
therapies targeting complement activation represent a shift from symptom management to
addressing root pathological mechanisms. Current approaches include protein-level inhibition
through monoclonal antibodies like eculizumab, a C5 inhibitor approved for atypical hemolytic
uremic syndrome. Novel siRNA therapeutics targeting mRNAs encoding complement proteins
in liver cells offer promising advantages by preventing the synthesis of these proteins at their
source, potentially providing more durable inhibition with fewer off-target effects.
IgA nephropathy (IgAN) represents an important application for complement-targeted
therapies. IgAN is characterized by IgA-dominant immune complex deposition in the
glomerular mesangium — the supporting tissue of “filters” in the kidney, is the most prevalent
primary glomerulonephritis — inflammation of the kidney’s filtering units, worldwide.
According to Frost & Sullivan, approximately 9.6 million people were affected by IgAN in
2024 globally, which is expected to reach 10.4 million in 2034. As complement activation
contributes significantly to IgAN pathogenesis, targeted therapies against the complement
system could address underlying disease mechanisms and provide more effective treatment
options.
Addressable Market Size of IgAN Drugs
The global IgAN drug market increased from US$6.1 billion in 2019 to US$7.3 billion in
2024 at a CAGR of 3.6%, and is expected to expand to US$13.8 billion and US$20.5 billion
in 2029 and 2034, respectively, representing a CAGR of 13.7% from 2024 to 2029 and 8.3%
from 2029 to 2034. The following chart sets forth the addressable market size of IgAN drug
market worldwide.
Market Size of IgAN Drugs Globally, 2019-2034E
Period CAGR
2019-2024 3.6%
2024-2029E 13.7%
2029E-2034E 8.3%
Billion USD
6.1 6.2 6.4 6.6 6.9 7.3 7.9
8.8
10.3
12.0
13.8
15.3
16.7
18.0
19.3
20.5
2019 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E
Source: Frost & Sullivan Report
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LIVER DISEASES
Chronic Hepatitis B (“CHB”)
Overview
Chronic hepatitis B (CHB) is a long-term liver disease caused by persistent infection with
the hepatitis B virus (HBV). It is characterized by the persistence of hepatitis B surface antigen
(HBsAg) in serum for at least six months. The virus spreads through blood, semen, and other
body fluids, commonly via mother-to-child transmission, unprotected sex, or sharing needles.
According to Frost & Sullivan, 80%-90% of infants aged one year old and 30%-50% of
children aged six years old and younger who are infected with HBV will develop CHB, which
can lead to serious and potentially fatal complications, including cirrhosis, liver failure and
liver cancer. About 20%-30% of untreated patients with CHB may turn into cirrhosis and liver
cancer. Despite the availability of HBV vaccines, CHB is still estimated to affect at least 260
million individuals annually worldwide in the next decade, making it a significant health
concern worldwide. In the EU and China, 8.1 million and 67.6 million people were affected by
CHB in 2024, respectively.
There is currently no effective functional cure for CHB, which focuses on identifying and
addressing the root causes of CHB and defined as sustained HBsAg loss with or without
anti-HBs seroconversion. The standard of care is to monitor disease progression, with
nucleos(t)ide analogs (NAs) or pegylated interferon-alpha (PegIFN- /H9251) being the most
recommended antiviral therapies. NAs, such as entecavir and tenofovir, work by directly
inhibiting HBV DNA polymerase, thereby reducing viral replication. They are generally
well-tolerated and can be taken orally, making them the preferred first-line treatment for most
patients with CHB. However, NAs require long-term and indefinite treatment for most CHB
patients and only 1%-5% of CHB patients achieve functional cure. Interferon-based therapies,
particularly pegylated interferon- /H9251(PegIFN- /H9251), stimulate the immune system to combat the
virus and have both antiviral and immunomodulatory effects. While PegIFN- /H9251can lead to
higher rates of HBsAg loss in CHB patients, particularly in those with lower baseline HBsAg
levels, it is administered via injection, has a limited treatment duration, and is associated with
more side effects compared to NAs. Most CHB patients are subject to long-term and even
lifelong treatments, which fails to adequately reduce the risk of developing liver cancer and
other serious liver complications. These limitations underscore a significant unmet need for
safe and effective treatments with a finite duration to increase the rate of functional cure.
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The following table set forth the main categories of pharmacological therapies for CHB.
Therapy MOA Functional
Cure Potential
Dosing/PK
Advantage
Functional
Cure Potential
in Chronic
HBV Patients
Representative
Drugs Annual Cost*
Low Medium MediumNucleos(t)ide
analogs
Inhibit viral
reverse
transcriptase;
suppress
replication
Entecavir,
Tenofovir
disoproxil
fumarate
~ US$11,000 –
12,500PEG-IFN
Immune
modulation
to suppress
HBV
Medium Low Medium Pegasys ~ US$11,000 –
12,000
* Representing annual cost of representative drugs of each therapy.
Source: Literature Review; Frost & Sullivan Report
Key product candidates under development for CHB include (i) oligonucleotide-based
therapies such as GSK’s ASO bepirovirsen; and (ii) capsid modulators such as Cosunter’s
GST-HG141, inhibiting viral replication by disrupting HBV capsid assembly at an upstream
stage of the viral life cycle. GST-HG141 has received breakthrough therapy designation. These
mechanisms are considered complementary, and combination regimens incorporating
oligonucleotide agents and capsid modulators are being explored to enhance the depth and
durability of antiviral responses beyond those achievable with existing therapies.
Addressable Market Size of Anti-HBV Drugs
The global anti-HBV drug market increased from US$16.1 billion in 2019 to US$20.9
billion in 2024 at a CAGR of 5.4%, and is expected to expand to US$45.0 billion and US$77.8
billion in 2029 and 2034, respectively, representing a CAGR of 16.5% from 2024 to 2029 and
11.6% from 2029 to 2034. The following chart sets forth the addressable market size of
anti-HBV drug market worldwide.
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Anti-HBV Drug Market Size Globally, 2019-2034E
Period CAGR
2019-2024 5.4%
2029E-2034E 11.6%
2024-2029E 16.5%
Billion USD
16.1 16.6 17.0 19.2 20.2 20.9 23.6
27.9
33.6
39.2
45.0
51.1
57.5
64.2
71.0
77.8
2019 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E
Period CAGR
2019-2024 5.4%
2029E-2034E 11.6%
2024-2029E 16.5%
Billion USD
16.1 16.6 17.0 19.2 20.2 20.9 23.6
27.9
33.6
39.2
45.0
51.1
57.5
64.2
71.0
77.8
2019 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E
Source: Frost & Sullivan Report
siRNA Drugs for CHB
Anti-HBV siRNA drugs represent an innovative therapeutic approach targeting CHB
through direct interference with viral RNA. Unlike conventional treatments — NAs and
PegIFN- /H9251that primarily inhibit viral replication but rarely achieve functional cure, with the
latter associated with significant side effects leading to poor tolerability — siRNA drugs are
designed to suppress the production of HBsAg, HBV DNA and HBeAg through sequence-
specific binding to HBV RNA transcripts. This unique mechanism of action addresses a key
limitation in current CHB treatment paradigms by potentially enabling HBsAg clearance, a
critical step toward functional cure.
These therapeutics demonstrate several distinct advantages over existing treatments,
including extended half-life enabling monthly or quarterly dosing compared to daily NA
administration or weekly PegIFN- /H9251injections, sustained therapeutic effects with >2 log10
reduction in HBsAg levels in clinical trials, and favorable safety profiles. Additionally, the
complementary mechanism of action of anti-HBV siRNA drugs supports combination therapy
approaches with existing treatments, potentially offering enhanced therapeutic outcomes and
prognosis in finite treatment duration versus lifelong NA therapy. This novel therapeutic
modality represents a promising approach to address the significant unmet needs in CHB
treatment by targeting key aspects of viral persistence.
Competitive Landscape of Anti-HBV siRNA Drugs
As of the Latest Practicable Date, no anti-HBV siRNA drug had been approved for
treating CHB, and there were seven anti-HBV siRNA drug candidates in phase 2 or beyond
globally for CHB as shown in the table below.
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Anti-HBV siRNA Drug Candidates Under Clinical Development for CHB Globally
(in Phase 2 or Beyond)
Elebsiran (BRII-835)
Alnylam Pharma,
Brii Biosciences,
VIR Biotechnology
siRNA (GalNAc) HBX CHB 2 2020-06
Imdusiran (AB-729)
Arbutus Biopharma,
Qilu Pharmaceutical,
Barinthus
Biotherapeutics,
Antios Therapeutics
siRNA (GalNAc) HBX CHB 2 2021-07
RBD1016 Our Company siRNA
(GalNAc) HBX CHB 2 2023-07
HRS-5635 Fujian Shengdi
Pharma siRNA HBX CHB 2 2024-05
GSK5637608	JNJ3989) GSK siRNA HBsAg, HBX CHB 2 2024-11
HT-101 Hepa Thera siRNA HBsAg CHB 2 2024-12
Drug Name/Code Company Technology Target Indication Phase* First Posted
Date
BW-20507 Argo
Biopharmaceutical siRNA ASGPR, HBsAg C HB 2 2025-08
* Not including phase 1/2 trials where there is no publicly available information confirming that the phase 2
study has been initiated.
Source: ClinicalTrials.gov, Frost & Sullivan Report
Chronic Hepatitis D (“CHD”)
Chronic Hepatitis D
CHD is a superinfection of the liver that may occur in patients with CHB. It is caused by
hepatitis D virus (HDV), a “satellite” virus that can only infect individuals who are also
infected by HBV as HDV requires HBsAg for viral assembly and propagation. Nearly 5% of
patients with CHB virus infection worldwide are infected with HDV . CHD is the most severe
form of viral hepatitis and is associated with an increased risk of liver cancer and death, with
faster progression to serious liver complications such as liver fibrosis, cirrhosis and liver
decompensation compared to CHB alone. As of 2024, CHD affected 12.3 million people
worldwide, including 0.1 million in the EU and 2.0 million in China.
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Currently, treatment options for CHD are limited. PegIFN- /H9251is the generally
recommended treatment for CHD patients worldwide, which has significant side effects. In the
EU, NTCP inhibitor bulevirtide is approved for the indication, but it has limited effect on
HBsAg with its mechanism of actions. While NAs such as entecavir or tenofovir are
recommended for controlling HBV replication in some patients who are ineligible for
PegIFN- /H9251treatment, they are ineffective in reducing HBsAg or HBV RNA levels. These
limitations underscore an immense unmet need for safe and effective therapies to achieve
HBsAg clearance and sustained HDV virological response. For details regarding comparison
among current treatment options for CHD, see “— Liver Diseases — Chronic Hepatitis D —
Overview.” Current drug development efforts focus on targeted, CHD-specific therapies that
directly interfere with viral infection and spread. Representative product candidates include
BlueJay Therapeutics’s brelovitug, a monoclonal antibody that has received breakthrough
therapy designation from the U.S. FDA.
Addressable Market Size of Anti-HDV Drugs
The global anti-HDV drug market increased from US$0.4 billion in 2019 to US$0.6
billion in 2024 at a CAGR of 6.0%, and is expected to expand to US$1.2 billion and US$1.9
billion in 2029 and 2034, respectively, representing a CAGR of 16.7% from 2024 to 2029 and
9.4% from 2029 to 2034. The following chart sets forth the addressable market size of
anti-HDV drug market worldwide.
Anti-HDV Drug Market Size Globally, 2019-2034E
Period CAGR
2019-2024 6.0%
2024-2029E 16.7%
2029E-2034E 9.4%
Billion USD
0.4 0.4
0.5 0.5 0.5
0.6 0.6
0.8
0.9
1.1
1.2
1.4
1.5
1.7
1.8
1.9
2019 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E
Source: Frost & Sullivan Report
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siRNA Drugs for CHD
Given HDV’s dependence on HBsAg for viral assembly and propagation, the therapeutic
potential of anti-HBV siRNA drugs which could suppress the HBsAg level, represent a
promising new approach in CHD treatment. For details regarding anti-HBV oligonucleotide
drugs, see “— Liver Diseases — Chronic Hepatiti s B — siRNA Drugs for CHB.”
Competitive Landscape of siRNA Drugs for CHD
As of the Latest Practicable Date, no siRNA drug had been approved for treating CHB,
and there were three siRNA drug candidates under clinical development for CHD globally as
shown in the table below.
Anti-HDV siRNA Drug Candidates Under Clinical Development for CHD Globally
Drug Name/Code Company Technology Target Indication Phase First Posted
Date
Elebsiran
(BRII-835)
Alnylam Pharma,
Brii Biosciences,
VIR
Biotechnology
siRNA
(GalNAc) HBX CHD 3 2025-03
RBD1016 Our Company
siRNA
(GalNAc) HBX CHD 2 2024-10
siRNA
(GalNAc) HBX Healthy subjects 1 2021-02
siRNA
(GalNAc) HBsAg, HBX CHD 2* 2021-02JNJ3989 Janssen Research &
Development, LLC
* As of the Latest Practicable Date, phase 2 study for JNJ3989 had been completed.
Source: ClinicalTrials.gov, Frost & Sullivan Report
Metabolic Dysfunction-associated Steatohepatitis (MASH)
Metabolic dysfunction-associated steatohepatitis (MASH) is a severe form of MASLD,
characterized by excessive fat accumulation in the liver (steatosis) and accompanied by
inflammation and hepatocyte injury. MASH is one of the most common hepatic diseases
worldwide. The global prevalence of MASH increased from 340.4 million in 2019 to 398.7
million in 2024 at a CAGR of 3.2%. The number is expected to grow to 470.1 million and 533.4
million in 2029 and 2034, respectively, representing a CAGR of 3.3% from 2024 to 2029 and
2.6% from 2029 to 2034.
The primary pathogenesis of MASH is linked to metabolic disorders like obesity, insulin
resistance, and dyslipidemia, which lead to increased free fatty acid influx, lipotoxicity,
oxidative stress, and chronic inflammation within the liver. MASH frequently coexists with and
shares common pathophysiological pathways with type 2 diabetes and cardiovascular diseases,
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forming a complex network of metabolic disorders that mutually influence disease progression.
Without proper intervention, severe MASH can progress to liver fibrosis, cirrhosis and even
liver cancer, while its metabolic comorbidities may lead to adverse cardiovascular outcomes,
significantly impacting patient prognosis.
The current treatment approach for MASH involves lifestyle modifications such as diet
and regular exercise, management of comorbidities such as metabolic syndrome or type 2
diabetes, and emerging drug therapies. In March 2024, the FDA approved Rezdiffra
(resmetirom) for the treatment of adults with MASH with moderate to advanced liver fibrosis,
which was the first approved medication directly for MASH. To date, there has been no NMPA
approval of any specifically treatment for MASH. The current medications for the treatment of
MASH in China are those for weight loss, hypertension and diabetes. Given MASH’s high
prevalence, associated comorbidities, growing burden of end-stage liver disease, and limited
medication availability, identifying therapies that can halt or reverse MASH progression
remains an urgent unmet medical need.
Oligonucleotide therapeutics potentially offer distinct advantages in treating MASH
through their unique mechanism of action and delivery specificity characteristics. Their
liver-targeting capability, particularly via GalNAc conjugation, enables efficient hepatic
delivery and specific modulation of key disease pathways. The ability to simultaneously target
multiple disease-driving genes in hepatocytes provides a comprehensive approach to
addressing the complex pathogenesis of MASH, including lipid metabolism, inflammation, and
fibrosis. Moreover, their prolonged duration of action allows for infrequent dosing regimens,
improving patient compliance in this chronic condition where long-term treatment is essential.
Addressable Market Size of MASH Drugs
The global MASH drug market increased from US$2.0 billion in 2019 to US$3.4 billion
in 2024 at a CAGR of 11.2%, and is expected to expand to US$23.3 billion and US$53.6 billion
in 2029 and 2034, respectively, representing a CAGR of 47.0% from 2024 to 2029 and 18.1%
from 2029 to 2034. The following chart sets forth the addressable market size of MASH drug
market worldwide.
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MASH Drug Market Size Globally, 2019-2034E
Period CAGR
2019-2024 11.2%
2024-2029E 47.0%
2029E-2034E 18.1%
Billion USD
2.0 1.9 2.1 2.4 2.6 3.4 4.6 6.8
10.4
16.4
23.3
30.2
36.9
43.2
48.8
53.6
2019 2020 2021 2022 2023 2024 2025E 2026E 2027E 2028E 2029E 2030E 2031E 2032E 2033E 2034E
Source: Frost & Sullivan Report
REPORT COMMISSIONED BY FROST & SULLIV AN
In connection with the Global Offering, we have engaged Frost & Sullivan to conduct a
detailed analysis and prepare an industry report on the major markets for which our drug
candidates are positioned. Frost & Sullivan is an independent global market research and
consulting company that provides market research on a variety of industries including
biotechnology. We have agreed to pay Frost & Sullivan a total fee of RMB0.7 million for the
preparation of the Frost & Sullivan Report, and we believe that such fees are consistent with
the market rate. The payment of such amount was not contingent upon our successful Listing
or on the results of the Frost & Sullivan Report. Except for the Frost & Sullivan Report, we
did not commission any other industry report in connection with the Global Offering.
The market size projections in the Frost & Sullivan Report were based on the following
key assumptions: (i) the addressable market size is calculated as the product of target market
population, disease prevalence rate, diagnosis rate, treatment rate, therapy penetration rate, and
average annual treatment cost, with adjustments for patient compliance and disease-specific
factors; (ii) future market trends incorporate considerations of evolving healthcare policies,
competitive landscape developments, pipeline advancements, and changes in patient
demographics; (iii) the overall healthcare environment and regulatory framework in the target
jurisdictions are expected to remain stable during the forecast period; and (iv) there are no
extreme disruptions such as force majeure events or fundamental changes to industry
regulations that would dramatically alter market dynamics. The reliability of the Frost &
Sullivan Report may be affected by the accuracy of the foregoing key assumptions.
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Due to the nature of our business operations, our Company is primarily subject to PRC
and EU laws and regulations. The following is a summary of the types of PRC and EU laws
and regulations that have a significant impact on our business, which is intended to provide
investors with a brief overview of the major laws and regulations applicable to our Company.
This summary does not purport to be a complete description of all laws and regulations
applicable to our business and operations. Investors should note that the summary below is
based on relevant laws and regulations in effect as of the date of the prospectus and may be
subject to changes.
OVERVIEW OF PRC LA WS AND REGULATIONS
NMPA and Center for Drug Evaluation
National Medical Products Administration (the “NMPA”, formerly known as the China
Food and Drug Administration (the “CFDA”)) is the department in charge of the
pharmaceutical industry of China. It is responsible for drawing up the laws and regulations
related to pharmaceuticals and medical devices, making policy planning, formulating
departmental regulations, organizing the development and issuance of pharmaceutical and
medical device standards, classification and management systems, such as national formulary,
and supervising the implementation.
Center for Drug Evaluation of National Medical Products Administration (the “CDE”) is
the technical evaluation unit for drug registration under NMPA. It is mainly responsible for
conducting technical evaluation on the drugs applying for registration and verifying the
relevant drug registrations.
NHC
The National Health Commission (the “NHC”, formerly known as the National Health
and Family Planning Commission), is a primary national regulator for public health and family
planning management. It is primarily responsible for drafting national health policies,
supervising and regulating public health, healthcare services and health emergency systems,
coordinating the reform of medical and health system, organizing the formulation of national
drug policies and national essential medicine system, launching an early warning mechanism
for the monitoring of the use and clinical comprehensive evaluation of medicine as well as the
drug shortage, giving suggestions on the pricing policy of national essential medicine, and
regulating the operation of medical institutions and practicing of medical personnel.
NIFDC
The National Institutes for Food and Drug Control (the “NIFDC”) is a public institution
directly subordinate to NMPA and the statutory authority and supreme technical arbitration
institution for inspecting the quality of pharmaceuticals and biological products. It is
responsible for the approval and registration inspection, import inspection, supervision and
inspection, safety evaluation of drugs, biological products, medical devices, foods, dietary
REGULATORY OVERVIEW
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supplements, cosmetics, laboratory animals and package materials and the batch release of
biological products, the research, distribution and management of the national drug and
medical device reference materials and bacterial and viral strains for production verification,
as well as the relevant technical research.
MOFCOM
The Ministry of Commerce of the PRC (the “MOFCOM”) is responsible for guiding and
managing the foreign investment in the country, drawing up the laws and regulations related
to foreign investment, formulating the relevant rules, policies and reform schemes, organizing
the implementation, supervising and inspecting the implementation status; participating in the
formulation and joint issuance of Special Management Measures for the Access of Foreign
Investment (Negative List) (݄(૶ఊ)) and Catalog of
Industries for Encouraging Foreign Investment ( ོᎸ̮ਠҳ༟ପุͦ፽) with the National
Development and Reform Commission (the “NDRC”); managing and guiding the foreign
investment review, approval and filing works.
NDRC
The NDRC is mainly responsible for participating in the formulation of health
development policies, the establishment of technical reform investment projects, the macro
guidance and management of the economic operation of pharmaceutical enterprises, and the
supervision of the implementation of relevant policies and regulations.
NHSA
The National Healthcare Security Administration (the “NHSA”) is mainly responsible for
formulating and organizing the implementation of policies, plans and standards for medical
insurance, maternity insurance, medical aid and other medical security systems, organizing the
formulation and adjustment of prices and charging standards for drugs and medical services,
and formulating and supervising the implementation of the bidding and procurement policies
for drugs and medical consumables.
Regulations on the Research and Development and Manufacturing Services of Drugs
Research and Development of Drugs
Research and Development of New Drugs
The Drug Administration Law of the PRC () (the “Drug
Administration Law”) promulgated by the Standing Committee of the National People’s
Congress (the “SCNPC”) in September 1984, last amended on August 26, 2019 and became
effective on December 1, 2019, and the Implementation Regulations of the Drug
Administration Law of the PRC (ૢԷ) (the
“Implementation Regulations”) promulgated by the State Council in August 2002, last
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amended on December 6, 2024 and became effective on January 20, 2025, have laid down the
legal framework for the establishment and maintenance of pharmaceutical manufacturing and
trading enterprises, as well as for the administration of pharmaceutical products including the
development and manufacturing of new drugs. According to the Drug Administration Law and
the Implementation Regulations, the PRC encourages the research and development of new
drugs, and protects the legal rights and interests in the research and development of new drugs.
The developer and clinical trial applicant of any new drug shall truthfully submit the new
drug’s manufacturing method, quality specifications, results of pharmacological and
toxicological tests and the related data, documents and samples to the NMPA for approval
before any clinical trial is conducted.
Non-clinical Research
The NMPA requires preclinical data to support registration applications for imported and
domestic drugs. According to the Administrative Measures for Drug Registration (ൗ̅
), non-clinical safety research shall be carried out in an institution that has passed
the certification of the Good Laboratories Practice of Non-clinical Laboratory and comply with
the Administrative Measures for Good Laboratories Practice of Non-clinical Laboratory ( ᖹ
Ӻሯඎ၍ଣ஝ᇍ) (the “GLP”), which was issued by NMPA on July 27, 2017. The
GLP has been promulgated to improve the quality of non-clinical safety evaluation and
research. Pursuant to the Administrative Measures for Certification of Good Laboratory
Practice for Non-clinical Laboratory (2023 Amendments) (Ӻሯඎ၍ଣ஝ᇍႩ
(2023ࠈࡌissued by the NMPA on June 19, 2023 and became effective on
July 1, 2023, the NMPA is responsible for the certification of non-clinical safety evaluation and
research institutions nationwide and local provincial drug administrative department is in
charge of the daily supervision of non-clinical safety evaluation and research institution. The
NMPA decides whether an institution is qualified for undertaking pharmaceutical non-clinical
research by evaluating such institution’s organizational administration, its research personnel,
its equipment and facilities, and its operation and management of non-clinical pharmaceutical
projects.
Animal Testing
The State Science and Technology Commission (now known as Ministry of Science and
Technology) promulgated the Regulations for the Administration of Affairs Concerning
Experimental Animals (၍ଣૢԷ) on November 14, 1988, which was last
amended on March 1, 2017 by the State Council. The State Science and Technology
Commission and the State Bureau of Quality and Technical Supervision jointly promulgated
the Administrative Measures on Good Practice of Experimental Animals (ሯඎ၍ଣ
) on December 11, 1997. The Ministry of Science and Technology and other regulatory
authorities promulgated the Administrative Measures on the Certificate for Experimental
Animals (for Trial Implementation) (ج(༊Б)) on December 5,
2001. According to such laws and regulations, performing experimentation on animals requires
a certificate for use of laboratory animals.
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Application for Clinical Trial
According to the Decision on Adjusting the Approval Procedures of Certain
Administrative Approval Items for Drugs (Ӕ
) promulgated by the CFDA on March 17, 2017, the decision on the approval of clinical
trials of drugs shall be made by the CDE from May 1, 2017. According to the Administrative
Measures for Drug Registration (), which was promulgated on January
22, 2020 and took effect on July 1, 2020, drug clinical trials shall be divided into Phase I
clinical trial, Phase II clinical trial, Phase III clinical trial, Phase IV clinical trial, and
bioequivalence trial.
In accordance with the Administrative Measures for Drug Registration and the
Announcement on Adjusting Evaluation and Approval Procedures for Clinical Trials for Drugs
(ʮѓ) issued in July 2018, where an application is
filed for carrying out clinical trials, if an applicant does not receive any negative or questioned
opinions from the CDE within 60 days after the date when the trial application is accepted and
the fees are paid, the applicant can proceed with the clinical trial in accordance with the trial
protocol submitted to the CDE.
Conducting Clinical Trial
After obtaining clinical trial approval, the applicant shall conduct clinical trials at
qualified clinical trial institutions. The qualified clinical trial institution refers to institutions
that have the conditions to conduct clinical trials in accordance with the requirements and
technical guidelines set forth in the Regulations for the Administration of Drug Clinical Trial
Institutions (), which came into effect on December 1, 2019.
Such clinical trial institutions shall be subject to filing requirements, with the exception of
institutions that only engage in analysis of biological samples related to drug clinical trials,
which shall not be subject to such filing requirements. The NMPA is responsible for setting up
a filing management information platform for the registration, filing and operation
management of drug clinical trial institutions, as well as the entry, sharing and disclosure of
information from the supervision and inspection activities conducted by the drug regulatory
authorities and competent healthcare authorities. Clinical trials must be conducted in
accordance with the Good Clinical Practice for Drug Trials (ᑗґ༊᜕ሯඎ၍ଣ஝ᇍ)
promulgated by NMPA and NHC on April 23, 2020 and effective on July 1, 2020, which
stipulates the requirements for the procedures of conducting clinical trials, including
preclinical trial preparation, trial protocols, protection of subjects’ rights and interests, duties
of researchers, sponsors and monitors, as well as data management and statistical analysis.
According to the Announcement on Adjusting Evaluation and Approval Procedures for
Clinical Trials for Drugs (ʮѓ), where the
application for clinical trial of new investigational drug has been approved, upon the
completion of Phases I and II clinical trials and prior to Phase III clinical trial, the applicant
shall submit the application for communication meetings to CDE to discuss with CDE the key
technical questions including the design of Phase III clinical trial protocol.
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According to the Administrative Measures for Communication on the Research,
Development and Technical Evaluation of Drugs (၍ଣ፬
), revised by the NMPA on December 10, 2020, during the research and development
periods and in the registration applications of, among others, the innovative new drugs, the
applicants may propose to conduct communication meetings with the CDE. The
communication meetings can be classified into three types. Type I meetings are convened to
address key safety issues in clinical trials of drugs and key technical issues in the research and
development of breakthrough therapeutic drugs. Type II meetings are held during the key
research and development stages of drugs, mainly including Pre-IND meetings, End-of-Phase
2 meetings, Pre-NDA meetings, and risk evaluation and control meetings. Type III meetings
refer to other meetings not classified as Type I or Type II.
Overseas Clinical Trial
On January 30, 2015, the NMPA promulgated the Guidelines for International Multi-
Center Clinical Trials of Drugs (for Trial Implementation) (یܸ
(༊Б)) to guide the application, implementation and administration of international
multi-center drug clinical trials in China. When the data of international multi-center drug
clinical trials are used to support the drug registration applications in China, a further trend
analysis concerning clinical trial data in China and Asia shall be conducted after an overall
review of global clinical trial data, during which the consistency of characteristics between
subjects in the study and subjects in China shall be considered. The sample size of Chinese
subjects shall be sufficient to evaluate and infer the safety and effectiveness and meet the
requirements of statistics and relevant laws and regulations. Also, both domestic and overseas
centers involved in the international multi-center clinical trial are subject to on site inspection
organized by PRC drug administrative departments.
According to the Opinions on Deepening the Reform on Examination and Approval
System and Encouraging the Innovation of Drugs and Medical Devices (ଉʷᄲ൙ᄲҭ
จԈ) (the “Innovation Opinions”) formulated by the
General Office of the State Council and the CPC Central Committee in October 2017, the
clinical trial data obtained from overseas multi-centers may be used to apply for drug
registration in China if they meet the relevant requirements for the drug registration in China.
For drugs that apply for a NDA for the first time in China, the applicant for registration shall
provide clinical trial data on whether there are ethnic differences (if any).
According to the Announcement on Promulgation of the Guiding Technical Principles for
the Acceptance of Overseas Clinical Trial Data of Drugs (ྤ̮ᑗґ༊᜕
ஷѓ) issued by NMPA on July 6, 2018, if drug registration applicants
use overseas clinical trials for drug registration applications in China, all overseas clinical trial
data shall be provided, rather than selectively. If drug registration applicants plan to carry out
follow-up clinical research and development following the early overseas clinical trials, they
shall evaluate the early clinical trial data and only after having obtained complete clinical trial
data and communicated with the CDE, these data could be used to support the follow-up
clinical trials.
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Gathering, Collection and Filing of Human Genetic Resources
On June 10, 1998, the Ministry of Science and Technology and the Ministry of Health
(which was canceled in the institutional reform of the State Council in 2013, its functions were
first inherited by the National Health and Family Planning Commission and then by the NHC)
promulgated the Interim Measures for the Management of Human Genetic Resources ( ɛᗳ
), which sets out rules for the effective protection and reasonable use
of human genetic resources in China. Pursuant to the Service Guide for Administrative
Licensing of Gathering, Collection, Deal, Export and Exit Approval of Human Genetic
Resources ()
promulgated by the Ministry of Science and Technology in July 2015 and updated on July 14,
2023, the gathering and collection of human genetic resources through clinical trials by a
foreign-invested sponsor shall be filed for record with the China Human Genetic Resources
Management Office through an online system. The Ministry of Science and Technology
promulgated the Notice on Optimizing the Administrative Examination and Approval Process
of Human Genetic Resources () in October
2017, which has simplified the approval process for the gathering and collection of human
genetic resources for the marketing of drugs in China.
The Regulations on the Management of Human Genetic Resources of the PRC ( ʕശɛ
͏΍ձ਷ɛᗳ፲ෂ༟๕၍ଣૢԷ) promulgated by the State Council in May 2019, amended
on March 10, 2024 and came into effect on May 1, 2024, replaces the Interim Measures for the
Management of Human Genetic Resources, and further regulates the collection, preservation,
utilization and external provision of human genetic resources in China. Foreign organizations,
individuals and institutions established or actually controlled by them shall not gather or
preserve Chinese human genetic resources in China, or provide Chinese human genetic
resources to foreign countries. Where a foreign entity needs to use Chinese human genetic
resources to conduct scientific research activities or clinical trials, it shall cooperate with
Chinese scientific research institutions, institutions of higher education, medical institutions or
enterprises.
On May 26, 2023, the Ministry of Science and Technology promulgated the
Implementation Rules for the Administrative Regulation on Human Genetic Resources ( ɛ
) (the “Human Genetic Resources Implementing Rules”),
which came into effect on July 1, 2023. The Human Genetic Resources Implementing Rules
further provided specific provisions on the collection, preservation, utilization and external
provision of human genetic resources of the PRC.
The Bio-security Law of the PRC () promulgated by the
SCNPC on October 17, 2020 and last amended on April 26, 2024 and effective from the same
date, provides that the PRC shall have sovereignty over the human genetic resources and
biological resources of China. The Bio-security Law of the PRC further stipulates that the
competent health department under the State Council shall be the competent authority for the
approval or filing of using China’s human genetic resources.
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New Drug Application, Approval and Renewal
According to the Administrative Measures for Drug Registration, an applicant shall, upon
completion of studies including pharmacy, pharmacology and toxicology and clinical trial of
drugs which support the registration of drug marketing, determination of quality standards,
verification of commercial scale manufacturing process, and preparation to undergo
examination and inspection for drug registration, submit an application for drug marketing
authorization, and submit the relevant research materials in accordance with the submission
requirements. The CDE shall organize pharmacist, medical and other technical personnel to
comprehensively review the application regarding the safety, effectiveness and quality control
of the drug. Where the application is cleared by the comprehensive review, the drug shall be
approved for marketing and a drug registration certificate shall be issued. Under the
Administrative Measures for Drug Registration, drugs are classified into Chinese medicine,
chemical medicine, biological products and others. The registration of chemical medicine is
classified according to innovative chemical medicine, improved new chemical medicine,
generic medicine, etc.
In November 2005, the NMPA promulgated the Special Approval Procedures for Drugs of
the China Food and Drug Administration (तйᄲҭ೻ҏ),
pursuant to which, the NMPA may, in accordance with the law, initiate special approval
procedures for certain drugs needed in response to public health emergencies under the
following circumstances: (1) when the President of the PRC declares a state of emergency, or
the State Council decides that certain regions of provinces, autonomous regions, or
municipalities directly under the Central Government enter a state of emergency; (2) when
public health emergency response procedures are activated in accordance with the law; (3)
when the drug reserve department of the State Council or the competent health administrative
authority proposes special approval for drugs with existing national standards; and (4) other
circumstances requiring special approval procedures.
According to the Working Procedures for the Evaluation of Breakthrough Therapy
Designation Drugs (for Trial Implementation) (ᄲ൙ʈЪ೻ҏ(༊Б))
promulgated by the NMPA in July 2020, during the clinical trials of a drug, for innovative
drugs or improved new drugs for the prevention and treatment of diseases that are seriously
life-threatening or severely affect the quality of life, and there is no effective prevention and
treatment method or sufficient evidence demonstrating significant clinical advantages over
current therapies, the applicant may apply for the breakthrough therapy designation process
during the Phase I or Phase II clinical trial (generally no later than the Phase III clinical trial).
Meanwhile, according to the Working Procedures for the Prioritized Review and Approval of
Drug Marketing Authorization (for Trial Implementation) (ɪ̹஢̙Ꮄ΋ᄲ൙ᄲҭʈЪ
೻ҏ(༊Б)), a drug marketing authorization holder may apply for prioritized review and
approval for drugs included in the breakthrough therapy designation process.
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According to the Announcement on Matters concerning the Optimization of Drug
Registration Review and Approval (ʮѓ) jointly
issued by the NMPA and the NHC in May 2018, the CDE will prioritize the allocation of
resources for review, inspection, examination and approval of registration applications that
have been included in the scope of priority evaluation and approval to speed up the review and
approval progress.
The Administrative Measures for Drug Registration provides more detailed standards,
procedures and policy support for different expedited drug marketing authorization pathways,
including breakthrough therapy designation, conditional approval, prioritized review and
approval and special approval procedures. For example, during the clinical trials of a drug, for
innovative drugs or improved new drugs for the prevention and treatment of diseases that are
seriously life-threatening or severely affect the quality of life, and there is no effective
prevention and treatment method or sufficient evidence demonstrating significant clinical
advantages over current therapies, the applicant may apply for the breakthrough therapy
designation process.
Pursuant to the Drug Administration Law, an applicant who has obtained a drug
registration certificate shall be recognized as a drug marketing authorization holder,
responsible for non-clinical laboratory studies, clinical trials, production and distribution,
post-market studies, and the monitoring, reporting and handling of adverse reactions in
connection with pharmaceuticals in accordance with the provisions of the Drug Administration
Law. The drug marketing authorization holder may engage in manufacturing or sales on their
own or to entrust a licensed third party. According to the Administrative Measures for Drug
Registration, at the time of application for drug marketing authorization, the applicant and the
manufacturing enterprise shall have held the corresponding pharmaceutical manufacturing
permit.
Pursuant to the Administrative Measures for Drug Registration, the validity period of a
drug registration certificate shall be five years. The drug marketing authorization holder of the
drug registration certificate shall ensure the safety, effectiveness and quality control of the
marketed drug at all times during the validity period of the certificate and apply for
re-registration of the drug six months before the expiry of such validity period. After the drug
re-registration application is accepted, the local provincial-level drug regulatory authorities or
the CDE shall conduct post-marketing reevaluation and adverse reaction monitoring of the
drug marketing authorization holder, carry out relevant work in accordance with the drug
approval documents and the requirements of the drug regulatory authorities, and review any
changes based on the information stated in the drug approval documents. If the application
complies with the regulations, re-registration shall be approved and a drug re-registration
approval notice shall be issued. If the application does not comply with the regulations,
re-registration shall be denied, and the case shall be submitted to the NMPA to cancel the drug
registration certificate.
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Drug Manufacturing
According to the Administrative Measures on Supervision of Pharmaceutical
Manufacturing () which was promulgated by the NMPA on
December 11, 2002 and last amended by the SAMR on January 22, 2020 and effective on July
1, 2020, all facilities that manufacture drugs in China must apply for a pharmaceutical
manufacturing permit which are issued by the drug supervision and administration department
of the province, autonomous region or municipality directly under the central government
where it is domiciled. The pharmaceutical manufacturing permit is valid for five years and
shall be renewed six months before the expiry date. The drug marketing authorization holder
who entrusts another party to produce preparations shall meet the requirements as specified in
Administrative Measures on Supervision of Pharmaceutical Manufacturing, sign an
entrustment agreement and a quality agreement with a qualified drug producer, and submit the
relevant agreements and the application materials of the actual production site to provincial
drug supervision and administration department where the drug marketing authorization holder
is located to apply for the pharmaceutical manufacturing permit. According to the
Administrative Measures for Drug Registration, when an application for marketing
authorization is submitted, the applicant and the drug manufacturer shall have obtained the
corresponding pharmaceutical manufacturing permit.
These drug manufacturing facilities shall comply with drug manufacturing quality
management norms, establish a sound drug manufacturing quality management system and
ensure the whole drug manufacturing process continuously comply with statutory
requirements. The drug marketing authorization holder shall establish a quality assurance
system for pharmaceuticals, and employ designated personnel to be independently in charge of
quality control for pharmaceuticals. Pursuant to the Administrative Regulations for the
Contract Manufacturing of Drugs () (the “Contract
Manufacturing Regulations”) issued by the NMPA on August 14, 2014, in the event a drug
manufacturer in China that has obtained a drug marketing authorization temporarily lacks
manufacturing conditions as a result of technology upgrade or is unable to ensure market
supply due to insufficient manufacturing capabilities, it can entrust the manufacturing of that
drug to another domestic drug manufacturer. Such contract manufacturing arrangements needs
to be approved by the provincial branch of the NMPA. The Contract Manufacturing
Regulations prohibit the contract manufacturing arrangement of certain special drugs,
including but not limited to narcotic drugs, psychoactive drugs, biochemical drugs, multi-
component biochemical drugs and drug substance.
Drug Operation
According to the Measures for the Supervision and Administration of the Quality of Drug
Operation and Use () issued by the SAMR on
September 27, 2023, operation of drug business, including drug wholesale and drug retail, is
prohibited without a drug business permit. A drug business permit shall state the validity period
and the scope of business and be subject to review and reissuance upon expiry of the validity
period.
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According to the Good Manufacturing Practice for Pharmaceutical Products (2010
Revision) (͛ପሯඎ၍ଣ஝ᇍ(2010و)) promulgated by the Ministry of Health in
January 2011 and became effective in March 2011, drug business operators shall comply with
the drug operation quality management norms, establish and improve their drug operation
quality management system, and ensure that the whole drug business process continuously
comply with statutory requirements.
In China, governmental pricing controls on drugs (other than narcotic and certain
psychiatric drugs) have been lifted since June 2015 when the Opinions on Advancing Drug
Price Reform (จԈ) came into effect. Instead of direct governmental
controls, the government exercises control over the drugs through establishing a centralized
tender process or centralized procurement mechanism, revising the National Medical Insurance
Drug Catalogue or provincial medical insurance drug catalogue and strengthening regulation
of medical and pricing practices. Also, according to the Opinions of the State Council on the
Reform of Review and Approval System for Drugs and Medical Devices (ࠧ
จԈ) promulgated by the State Council in August 2015,
enterprises which apply for the registration of new drugs should promise that the prices of their
products on the PRC market should not be higher than the comparable market prices in original
countries or the surrounding area of the PRC.
Regulations on Dual Invoicing System
According to the Implementing Opinions on Promoting the “Dual Invoicing System” for
Drug Procurement by Public Medical Institutions (for Trial Implementation) (ίʮͭᔼ
મᒅʕપБ“ՇୃՓ”จԈ(༊Б)) (the “Dual Invoicing System Notice”)
issued on December 26, 2016, the dual invoicing system refers to a system that requires one
invoice to be issued from pharmaceutical manufacturers to pharmaceutical distributors and the
other invoice to be issued from pharmaceutical distributors to medical institutions. According
to the Dual Invoicing System Notice and the Several Opinions of the General Office of the
State Council on Further Reform and Improvement in Policies of Drug Production, Circulation
and Use (ʍจԈ) issued on
January 24, 2017, dual invoicing system would be promoted in pilot provinces (autonomous
regions and municipalities directly under the Central Government) involved in the
comprehensive medical reform program and pilot cities for public hospital reform on a priority
basis.
Monitoring Period of New Drugs
According to the Implementation Regulations for the Drug Administration Law of the
PRC, the NMPA may impose an administrative monitoring period of up to five years on newly
approved drugs to safeguard public health, during which the safety of such new drugs shall
undergo continuous monitoring. No other manufacturer shall be permitted to produce or import
such new drugs during the monitoring period.
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Drug Advertisements
The Advertising Law of the PRC (), as amended and effective
on April 29, 2021, outlines the regulatory framework for the advertising industry. Advertisers,
advertising service providers and advertising publishers are required to ensure that the contents
of the advertisements they prepare or distribute are true and in full compliance with applicable
laws and regulations. For advertisement of drugs, the advertisement contents shall be examined
by the relevant authorities prior to the publishing. Pursuant to the Interim Administrative
Measures for the Review of Advertisements for Drugs, Medical Devices, Health Food and
Formula Food for Special Medical Purposes (ᔼኪ͜௄ৣ
) promulgated by SAMR on December 24, 2019 and effective
from March 1, 2020, advertisements for drugs shall not contain any false or misleading
contents. Advertisers shall be responsible for the veracity and legitimacy of the contents of
advertisements for drugs, medical devices, health food and formula food for special medical
purposes.
Drug Recalls
According to the Measures for Administration of Drug Recall ()
promulgated by the NMPA on October 24, 2022 and became effective on November 1, 2022,
a marketing authorization holder shall establish and improve its drug recall system by
collecting relevant information about drug safety and conducting investigation and evaluation
with respect to the drugs with potential safety hazards. If there are any potential safety hazards
that endanger human health and life safety in respect of any drugs sold in PRC, such
manufacturer must start the drug recall procedures. When a drug is recalled, the drug operating
and using institutions should assist such marketing authorization holder to perform its recall
obligations by communicating the drug recall information and any feedback, controlling and
recovering such drugs according to the recall plan.
Regulations on Medical Insurance Systems
Pursuant to the Notice on Issuing the Opinion on the Diagnosis and Treatment
Management, Scope and Payment Standards of Medical Service Facilities Covered by the
Urban Employees Basic Medical Insurance Scheme (Ι೯<ᎈൢᐕ
ᇍఖձ˕˹ᅺ๟จԈ>) promulgated on June 30, 1999, part
of the fees of diagnostic and treatment devices and diagnostic tests would be paid through the
basic medical insurance scheme. Detailed reimbursement coverage and rate are subject to
provincial local policies. Pursuant to the Decision of the State Council on the Establishment
of the Urban Employee Basic Medical Insurance Program (ᕄᔖʈਿ͉ᔼ
) issued by the State Council on December 14, 1998, the Opinions on the
Establishment of the New Rural Cooperative Medical System (༵ӀΥЪᔼᐕ
) issued by the three ministries and commissions of the State Council
(including the Ministry of Health) on January 16, 2003, the Guiding Opinions of the State
Council about the Pilot Urban Resident Basic Medical Insurance (͏
ኬจԈ) issued by the State Council on July 10, 2007, and the
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Opinions of the State Council on Integrating the Basic Medical Insurance Systems for Urban
and Rural Residents (จԈ) promulgated on
January 3, 2016, all employees and residents in rural and urban areas would be involved in
medical insurance program.
The General Office of the State Council further released the Guidance of the General
Office of the State Council on Further Deepening the Reform of the Payment Method of Basic
Medical Insurance (ኬจ
Ԉ) in June 2017. The main objectives are to implement a diversified reimbursement
mechanism including diagnosis related groups, per-capita caps, and per-bed-day caps. Local
administration of healthcare security will introduce a total budget control for their jurisdictions
and decide the amount of reimbursement to public hospitals based on hospitals’ performance
and the spending targets of individual basic medical insurance funds.
Regulations on Product Liability
The Product Quality Law of the PRC () (the “Product
Quality Law”), promulgated by the SCNPC on February 22, 1993 and last amended on
December 29, 2018, is the principal governing law relating to the supervision and
administration of product quality. According to the Product Quality Law, manufacturers shall
be liable for the quality of products produced by them, and sellers shall take measures to ensure
the quality of the products sold by them. A manufacturer shall be liable for compensating for
any personal injury or property damage, other than the defective product itself, resulting from
the defects in the product, unless the manufacturer is able to prove that (1) the product has
never been distributed; (2) the defects causing injuries or damages did not exist at the time
when the product was distributed; or (3) the science and technology at the time when the
product was distributed was at a level incapable of detecting the defects. A seller shall be liable
for compensating for any personal injury or property damage of others caused by the defects
in the product if such defects are attributable to the seller. A seller shall pay compensation if
it fails to indicate either the manufacturer or the supplier of the defective product. A person
who is injured or whose property is damaged by the defects in the product may claim for
compensation from the manufacturer or the seller.
Pursuant to the Civil Code or the PRC (Պ) promulgated by the
NPC in May 2020 and effective from January 2021, manufacturers or suppliers of defective
products that cause property damage or personal injury to any person may be held civilly liable
for such damage or injury. Where a patient suffers damage due to defects in drugs, he or she
may seek compensation from the drug marketing authorization holder or the medical
institution. Where the patient seeks compensation from the medical institution, the medical
institution, after it has made the compensation, shall have the right to recover the compensation
from the liable drug marketing authorization holder.
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The Law of the PRC on the Protection of the Rights and Interests of Consumers ( ʕശ
) was promulgated on October 31, 1993, last amended on
October 25, 2013 and became effective on March 15, 2014 to protect consumers’ rights when
they purchase or use goods and accept services. Operators shall comply with this law when
they provide customers with the goods manufactured or sold by them and/or provide services
to customers. Operators shall pay high attention to protecting customers’ privacy and must
strictly keep confidential any consumer information they obtain during their business
operations.
Laws and Regulations on Anti-Unfair Competition
Since the early 1990s, legislative authorities at all levels in China have enacted a series
of laws and regulations against commercial bribery. According to the Anti-Unfair Competition
Law of the PRC () (the “Anti-Unfair Competition Law”),
which was last amended on April 23, 2019, operators shall abide by the principle of
voluntariness, equality, impartiality, integrity and adhere to laws and business ethics during
market transactions. Operators in violation of the Anti-Unfair Competition Law shall bear
corresponding civil, administrative or criminal liabilities depending on the specific
circumstances.
Pursuant to the Interim Provisions on the Prohibition of Commercial Bribery (ຫ
) issued by the State Administration for Industry and Commerce
of the People’s Republic of China (predecessor of the SAMR) on November 15, 1996,
commercial bribery refers to the acts of business operators offering money, property, or using
other means to bribe counterpart entities or individuals for the purpose of selling or purchasing
goods. “Other means” refers to means used to provide any form of benefit other than money
or property, such as the provision of domestic and foreign travel. Under the Anti-Unfair
Competition Law and the Interim Provisions on the Prohibition of Commercial Bribery,
regulatory authorities may impose fines depending on the severity of the case, and any illegal
gains shall be confiscated.
According to the Regulations on the Establishment of Adverse Records with Respect to
Commercial Briberies in the Medicine Purchase and Sales Industry (2013 Amendments) ( ᗫ
֛2013ࠈࡌ)) implemented by the National
Health and Family Planning Commission (which was canceled in the institutional reform of the
State Council in 2018, its functions were inherited by the National Health Commission of the
PRC) on March 1, 2014, where the production and operation enterprises of drugs, medical
devices and medical disposables, as well as their agencies and individuals bribe the staff of
medical institutions responsible for the procurement and use of their drugs, medical devices
and medical disposables with property or other benefits, they shall be listed in the adverse
records of commercial bribery provided such conduct falls within the circumstances specified
in the aforementioned regulations. If medical production and operation enterprises are listed
into the adverse records of commercial bribery for more than once in five years, their products
shall not be purchased by public medical institutions, and medical and health institutions
receiving financial subsidies nationwide for two years since publication of the record.
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Regulations on Company Establishment and Foreign Investment
Company Law
The establishment, operation and management of corporate entities in the PRC is
governed by the Company Law of the PRC () (the “PRC Company
Law”), which was promulgated by the SCNPC on December 29, 1993, amended on December
29, 2023 and took effect on July 1, 2024. The PRC Company Law generally governs two types
of companies: limited liability companies and joint stock limited companies. Both types of
companies have the status of legal persons, and the liability of a company to its creditors is
limited to the entire value of assets owned by the company. Liabilities of shareholders of a joint
stock limited company are limited to the amount of capital they are legally obliged to
contribute for the shares for which they have subscribed.
Foreign Investment Law and Relevant Catalogue of Industries
The Foreign Investment Law of the PRC () was
promulgated by the SCNPC on March 15, 2019 and became effective on January 1, 2020. Since
January 1, 2020, the Law on Sino-foreign Equity Joint V entures of the PRC ( ʕശɛ͏΍ձ
), the Law on Wholly Foreign-owned Enterprises of the PRC ( ʕശ
) and the Law on Sino-foreign Cooperative Joint V entures of the PRC
() have been repealed simultaneously, and the
organizational form, structure, and operations of foreign-invested enterprises are subject to the
Company Law and other applicable laws and regulations.
China adopts the management system of pre-establishment national treatment and
negative list for foreign investment. Foreign investors shall not invest in any field with
investment prohibited by the negative list for foreign investment access. Foreign investors shall
meet the investment conditions stipulated under the negative list for any field with investment
restricted by the negative list for foreign investment access. For the fields not included in the
negative list for foreign investment access, management shall be conducted under the principle
of consistency for domestic and foreign investment.
The Regulation for Implementing the Foreign Investment Law of the PRC ( ʕശɛ͏
ૢԷ) was promulgated by State Council on December 26, 2019 and
became effective on January 1, 2020. According to the regulation, foreign investors may not
invest in a field where their investment is prohibited as specified in the negative list. To invest
in a field where their investment is restricted as specified in the negative list, foreign investors
shall comply with the special administrative measures for restrictive access such as
requirements for shareholding ratios and senior executives as specified in the negative list. The
registration of foreign-funded enterprises shall be conducted in accordance with the law by the
market regulatory department of the State Council or the market regulatory departments of the
local people’s governments authorized by it. Foreign investors or foreign-funded enterprises
shall report investment information to the commerce departments through the enterprise
registration system and the enterprise credit information publicity system.
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According to the Industry Guidelines on Encouraged Foreign Investment (2022 V ersion)
(ོᎸ̮ਠҳ༟ପุͦ፽(2022و)) which was jointly promulgated by the NDRC and the
MOFCOM and the Foreign Investment Access Special Management Measures (Negative List)
(2024 V ersion) (݄(૶ఊ)(2024و)) (the “Negative List”)
which was promulgated on September 6, 2024 and implemented on November 1, 2024,
industries for foreign investment are classified into the encouraged foreign investment
industry, restricted foreign investment industry and prohibited foreign investment industry.
Regulations on Intellectual Property Rights
Trademark Law
According to the Trademark Law of the PRC () promulgated
by the SCNPC on August 23, 1982 and last amended on April 23, 2019 (the latest revised
version became effective from November 1, 2019) and the Implementation Regulations for the
PRC Trademark Law (ૢԷ) promulgated by the State Council
on August 3, 2002 and amended on April 29, 2014 (the latest revised version became effective
from May 1, 2014), registered trademarks including commodity trademarks, service marks,
collective trademarks and certification marks, refer to trademarks that have been approved and
registered by the Trademark Office. The trademark registrants shall enjoy the exclusive right
to use the marks, which shall be protected by the law. Any natural person, legal person or other
organization, intending to acquire the exclusive right to use a trademark for his/her/its goods
or service in the course of their manufacturing and business activities, shall file an application
for the registration of the trademark with the Trademark Office. The Trademark Law of the
PRC has adopted a “first come, first file” principle with respect to trademark registration.
Where trademark for which a registration application has been made is identical or similar to
another trademark which has already been registered or been subject to a preliminary
examination and approval for use on the same kind of or similar commodities or services, the
application for registration of such trademark may be rejected. Any person applying for the
registration of a trademark may not prejudice the existing right first obtained by others, nor
may any person register in advance a trademark that has already been used by another party
and has already gained a “sufficient degree of reputation” through such party’s use.
Patent Law
The Patent Law of the PRC () was promulgated by the
SCNPC on March 12, 1984 and last amended on October 17, 2020 (the latest revised version
became effective from June 1, 2021). The Implementation Regulations for the Patent Law of
the PRC () was promulgated by the State Council on June
15, 2001 and last amended on December 11, 2023 (the latest revised version became effective
from January 20, 2024). According to the regulations mentioned above, “invention-creations”
shall mean invention patent, utility model patent or design patent. Any invention or utility
model for which patent right may be granted must possess novelty, inventiveness and practical
applicability. Invention patent shall be valid for 20 years from the date of application, utility
model patent shall be valid for 10 years from the date of application and design patent shall
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be valid for 15 years from the date of application. The patent right entitled to its owner shall
be protected by the laws. Any exploitation of a patent without the authorization of the patentee
constitutes an infringement of the patent right of the patentee.
Trade Secret
According to the Anti-Unfair Competition Law, the term “trade secrets” refers to
technical and business information that is unknown to the public, has utility, may create
business interests or profits for its legal owners or holders, and is maintained as a secret by its
legal owners or holders. Under the Anti-Unfair Competition Law, business operators are
prohibited from infringing others’ trade secrets by: (i) acquiring a trade secret from the right
holder by theft, bribery, fraud, coercion, electronic intrusion, or any other unfair means; (ii)
disclosing, using, or allowing another person to use a trade secret acquired from the right
holder by any means as specified in the item (i) above; (iii) disclosing, using, or allowing
another person use a trade secret in its possession, in violation of its confidentiality obligation
or the requirements of the right holder for keeping the trade secret confidential; (iv) abetting
a person, or tempting another person into or in acquiring, disclosing, using, or allowing another
person to use the trade secret of the right holder in violation of his or her non-disclosure
obligation of the requirements of the right holder for keeping the trade secret confidential. If
a third party knows or should have known of the above-mentioned illegal conduct but
nevertheless obtains, uses or discloses trade secrets of others, the third party may be deemed
to have committed a misappropriation of the others’ trade secrets. The parties whose trade
secrets are being misappropriated may petition for administrative corrections, and regulatory
authorities may stop any illegal activities and impose fine on the infringing parties.
Copyright Law
The Copyright Law of the PRC () was promulgated by the
SCNPC on September 7, 1990 and last amended on November 11, 2020. Works of Chinese
citizens, legal entities or other organizations, whether published or not, shall enjoy copyright
in accordance with the Copyright Law. Works include written works, oral works, musical,
dramatic, opera, dance, acrobatic artistic works, fine arts, architectural works, photographic
works, audio-visual works, graphic works and model works, computer software and other
intellectual achievements which comply with the characteristics of the works. Except as
otherwise provided in the Copyright Law, copying, distributing, performing, screening,
broadcasting, compiling, or distributing through the information network the work to the
public, without the permission of the copyright owner, shall constitute infringement of
copyright.
According to the Measures for Registration of Computer Software Copyright (ၑዚ
) promulgated by the National Copyright Administration on February
20, 2002 and last amended on July 1, 2004, and the Computer Software Protection Regulations
(ᚐૢԷ) promulgated by the State Council on June 4, 1991 and last
amended on January 30, 2013, software developed by Chinese citizens, legal persons or other
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organizations shall be automatically protected immediately after its development, whether
published or not. Software copyright may be registered with the software registration agency
appointed by the State Council copyright administrative department.
Domain Names
The Ministry of Industry and Information Technology (the “MIIT”) promulgated the
Administrative Measure for Internet Domain Names () on August 24,
2017, which became effective from November 1, 2017. According to this measure, the MIIT
is in charge of the administration of PRC internet domain names and the domain name services
follow a “first come, first file” principle. Use of domain names by providers of internet
information services shall comply with laws and regulations and the relevant provisions of the
telecommunication administrative authorities and shall not use a domain name to carry out
illegal acts.
Regulations on Tax
Enterprise Income Tax
Pursuant to the Enterprise Income Tax Law of the PRC (੻೼
) (the “Enterprise Income Tax Law”), which was promulgated on March 16, 2007 and
amended on February 24, 2017 and December 29, 2018 (the latest amendment was
implemented from December 29, 2018) and the Implementation Regulations for the Enterprise
Income Tax Law of the PRC (ૢԷ), which was
promulgated on December 6, 2007, last amended on December 6, 2024 and implemented from
January 20, 2025, taxpayers consist of resident enterprises and non-resident enterprises.
Resident enterprises are defined as enterprises that are established in the PRC in accordance
with PRC laws, or that are established in accordance with the laws of foreign countries but
whose actual administration is conducted in the PRC. Non-resident enterprises refers to
enterprises that are established in accordance with the laws of foreign countries and whose
actual administration is conducted outside the PRC, but have established institutions or
premises in the PRC, or have no such established institutions or premises but have income
generated from the PRC. The Enterprise Income Tax Law applies a uniform 25% enterprise
income tax rate to both foreign-invested enterprises and domestic enterprises, except where tax
incentives are granted to special industries and projects. However, if non-resident enterprises
have not established institutions or premises in the PRC, or have established institutions or
premises in the PRC but the income derived has no actual connection with such established
institutions or premises, the enterprise income tax is, in that case, set at the rate of 10% for
their income sourced from inside the PRC.
In February 2015, the State Administration of Taxation (the “SA T”) issued the
Announcement of the SA T on Several Issues Concerning the Enterprise Income Tax on Indirect
Property Transfer by Non-Resident Enterprises (͏Άุගટᔷᜫৌ
ʮѓ) (the “SA T Circular 7”). According to the SA T Circular 7, an
“indirect transfer” of assets, including equity interests in a PRC resident enterprise, by
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non-PRC resident enterprises may be re-characterized and treated as a direct transfer of PRC
taxable assets, if such arrangement does not have a reasonable commercial purpose and was
established for the purpose of avoiding payment of PRC enterprise income tax. As a result,
gains derived from such indirect transfer may be subject to PRC enterprise income tax. The
SA T Circular 7 provides two exemptions: (i) where a non-resident enterprise derives income
from the indirect transfer of PRC taxable assets by acquiring and selling equity interests of the
same listed overseas company on a public market; and (ii) where the non-resident enterprise
had directly held and transferred such PRC taxable assets, the income from the transfer of such
PRC taxable assets would have been exempted from enterprise income tax in the PRC under
an applicable tax treaty or arrangement.
The Announcement of the SA T on Issues Relating to Withholding at Source of Income Tax
of Non-resident Enterprises (ʮ
ѓ) (the “SA T Circular 37”) was promulgated by the SA T on October 17, 2017 and amended
on June 15, 2018, which replaced or supplemented certain previous provisions in the Circular
7. The SA T Circular 37 purports to clarify certain issues in the implementation of the SA T
Circular 7 and other regulations, by providing, among others, the definition of equity transfer
income and tax basis, the foreign exchange rate to be used in the calculation of withholding
amount, and the date of occurrence of the withholding obligation. Specifically, the SA T
Circular 37 provides that where the transfer income subject to withholding at source is derived
by a non-PRC resident enterprise in installments, the installments may first be treated as
recovery of costs of previous investments. Upon recovery of all costs, the tax amount to be
withheld must then be computed and withheld.
Withholding Tax
Pursuant to the Enterprise Income Tax Law and the Implementation Regulations for the
Enterprise Income Tax Law, if non-resident enterprises have not established institutions or
premises in the PRC, or have established institutions or premises in the PRC but the income
derived has no actual connection with such established institutions or premises, it will be
subject to a withholding tax on its PRC-sourced income at a rate of 10%. According to the
Arrangement between Mainland China and the Hong Kong Special Administrative Region for
the Avoidance of Double Taxation and Tax Evasion on Income (׵
τર) effective from December 8, 2006, dividends
repatriated from a PRC entity to its Hong Kong shareholder owning more than 25% of the its
capital would be entitled to a reduced withholding tax rate of 5% subject to certain conditions.
The SA T issued the Administrative Measures on Entitlement of Non-resident Taxpayers
to Treatment under Treaties () on October 14, 2019
and effective on January 1, 2020, which applies to non-resident taxpayers who have tax
liability in China and need to claim treaty benefits. Non-resident taxpayers enjoying its tax
treaty benefits shall adopt the method of “self-assessment, claims by declaration and retention
of the relevant materials for future inspection”. Non-resident taxpayers who make their own
declaration shall make self-assessment regarding whether they are entitled to tax treaty benefits
and submit the relevant reports, statements and materials as required, and simultaneously
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collect and retain the relevant materials for future inspection. Also, tax authorities at any level
shall, through strengthening follow-up administration for non-resident taxpayers’ entitlement
to tax treaty benefits, implement tax treaties accurately and prevent risks of indiscriminately
application of tax treaties, tax evasion and tax avoidance.
Value-added Tax and Business Tax
According to the Interim Regulations of the PRC on V alue-added Tax ( ʕശɛ͏΍ձ
೼ᅲБૢԷ) promulgated on December 13, 1993, amended on November 10, 2008,
February 6, 2016 and November 19, 2017 (the latest amendment was implemented from
November 19, 2017), and the Detailed Rules for the Implementation of the Interim Regulations
of the PRC on V alue-Added Tax () promulgated
on December 25, 1993 and most recently revised on October 28, 2011 (the latest revision
became effective from November 1, 2011), all entities and individuals in the PRC engaging in
sale of goods or labor services of processing, repair or replacement, sale of services, intangible
assets, or immovables, or import of goods are required to pay value-added tax for the added
value derived from the process of manufacture, sale or services.
According to the Circular on Comprehensively Promoting the Pilot Program of the
Collection of V alue added Tax to Replace Business Tax (೼༊
), which was promulgated by the MOF and the SA T on March 23, 2016 and last
amended on April 1, 2019, the pilot program of the collection of value-added tax in lieu of
business tax shall be promoted nationwide in a comprehensive manner from May 1, 2016, and
all taxpayer of business tax engaged in the building industry, the real estate industry, the
financial industry and the life service industry shall be included in the scope of the pilot
program with regard to payment of value-added tax instead of business tax.
According to the Circular of the MOF and the SA T on Adjusting V alue-added Tax Rates
(), which was promulgated on April 4,
2018 and became effective on May 1, 2018, where a taxpayer engages in value-added tax
taxable sales activities or import of goods, the previous applicable value-added tax rates of
17% and 11% are adjusted to be 16% and 10% respectively.
According to the Circular on Policies to Deepen V alue-added Tax Reform (ଉʷᄣ
ʮѓ), which was promulgated on March 20, 2019 and became effective
on April 1, 2019, where a general V A T payer engages in value-added tax taxable sales activities
or import of goods, the previous applicable value-added tax rates of 16% and 10% are adjusted
to be 13% and 9% respectively.
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Regulations on Labor Protection
Labor Law and Labor Contract Law
The Labor Law of the PRC () was promulgated by the SCNPC
on July 5, 1994 and was amended on August 27, 2009 and December 29, 2018 (the latest
amendment became effective from December 29, 2018). The Labor Contract Law of the PRC
() was promulgated by the SCNPC on June 29, 2007 and was
amended on December 28, 2012 (the latest amendment became effective from July 1, 2013).
The Implementing Regulations of the Labor Contract Law of the PRC ( ʕശɛ͏΍ձ਷௶ਗ
ૢԷ) were promulgated and became effective on September 18, 2008. These
laws together stipulate the labor contracts, settlement of labor dispute, labor remuneration,
protection of occupational safety and healthcare, social insurance and welfare, etc. Written
labor contracts must be entered into in order to establish the labor relationship between
employers and employees. Employers are also required to pay wages no lower than the local
minimum wage standards to their employees.
According to the Supreme People’s Court’s Interpretation (II) on Several Issues
Concerning the Application of Law in Labor Dispute Cases (ن
༆ᙑ(ɚ)) (the “New Judicial Interpretation”), which was
promulgated by the Supreme People’s Court on July 31, 2025 and came into effect on
September 1, 2025, various issues concerning the application of law in labor dispute cases are
clarified with a view to unifying adjudication standards. The New Judicial Interpretation
principally addresses matters such as the determination of employment relationships, the
execution and renewal of labor contracts, payment of double wages, open-ended labor
contracts, non-compete restrictions, legal consequences of unlawful termination of labor
contracts, employers’ obligations in respect of social insurance contributions, and limitation
periods for labor arbitration. Article 19(1) of the New Judicial Interpretation provides that
where an employer and an employee agree, or the employee undertakes, that social insurance
contributions need not be paid, the people’s court shall hold such agreement or undertaking to
be invalid. It further provides that where an employer fails to pay social insurance
contributions in accordance with the law and the employee terminates the labor contract and
claims economic compensation pursuant to Article 38(3) of the PRC Labor Contract Law, the
people’s court shall uphold such claims in accordance with the law.
Social Insurance and Housing Provident Funds
The Social Insurance Law of the PRC (), which was
promulgated by the SCNPC on October 28, 2010 and amended on December 29, 2018, governs
the PRC social insurance system. It requires employers and/or employees (as the case may be)
to register social insurance with competent authorities and contribute required amount of social
insurance funds, including funds for basic pension insurance, unemployment insurance, basic
medical insurance, occupational injury insurance and maternity insurance. Employers who
failed to complete social security registration shall be ordered by the social security
administrative authorities to make correction within a stipulated period; where correction is not
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made within the stipulated period, the employer shall be subject to a fine ranging from one to
three times the amount of the social security premiums payable, and the person(s)-in-charge
who is/are directly accountable and other directly accountable personnel shall be subject to a
fine ranging from RMB500 to RMB3,000. Employers who failed to promptly contribute social
security premiums in full amount shall be ordered by the social security premium collection
agency to make or supplement contributions within a stipulated period, and shall be subject to
a late payment fine computed from the due date at the rate of 0.05% per day; where payment
is not made within the stipulated period, the relevant administrative authorities shall impose a
fine ranging from one to three times the amount of the amount in arrears.
According to the Interim Measures for the Participation in Social Insurance of Foreigners
Employed in China (), which was
promulgated on December 23, 2024 and became effective on the same date, employers who
hire foreigners shall register them for social insurance within 30 days from the date of
obtaining employment certificates. Foreigners who participate in social insurance and meet the
requirements shall enjoy social insurance benefits in accordance with the law.
Under the Regulations on the Administration of Housing Provident Fund (ږ
၍ଣૢԷ), which was promulgated by the State Council on April 3, 1999 and last amended
on March 24, 2019, an employer shall make contribution registration with the housing
provident fund management and complete the formalities of opening housing provident fund
accounts for its employees. Where an employer fails to undertake payment and deposit
registration of housing provident fund or fails to go through the formalities of opening housing
provident fund accounts for its employees, the housing provident fund management center shall
order it to go through the formalities within a prescribed time limit; where failing to do so at
the expiration of the time limit, a fine of not less than RMB10,000 nor more than RMB50,000
shall be imposed. Where an employer is overdue in the payment of, or underpays, the housing
provident fund, the housing provident fund management center shall order it to make the
payment within a prescribed time limit; where the payment has not been made after the
expiration of the time limit, an application may be made to a people’s court for compulsory
enforcement.
Regulations on Production Safety
The Production Safety Law of the PRC (), which was
promulgated by the SCNPC on June 29, 2002, last amended on June 10, 2021 and came into
effect on September 1, 2021, is the basic law for governing production safety. It provides that,
any entity whose production safety conditions do not meet the requirements may not carry out
production and operation activities. Production and operation entities shall educate and train
employees regarding production safety so as to ensure that the employees have the necessary
knowledge of production safety, are familiar with the relevant regulations and rules for safe
production and the rules for safe operation, master the skills of safe operation in their own
positions, understand the emergency measures, and know their own rights and duties in terms
of production safety. Employees who fail the education and training programmes on production
safety may not commence working in their positions. Safety facilities of new building,
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rebuilding or expanding project shall be designed, constructed and put into operation
simultaneously with the main body of the project. Investment in safety facilities shall be
included in the budget of the construction project.
Regulations on Environmental Protection
According to the Environmental Protection Law of the PRC (ᚐ
) (the “Environmental Protection Law”), which was promulgated by the SCNPC on
December 26, 1989, last amended on April 24, 2014 and came into effect on January 1, 2015,
the Environmental Impact Assessment Law of the PRC ()
promulgated by the SCNPC on October 28, 2002 and last amended on December 29, 2018, and
the Administrative Regulations on the Environmental Protection of Construction Project (ܔ
ᚐ၍ଣૢԷ) promulgated by the State Council on November 29, 1998, last
amended on July 16, 2017 and came into effect on October 1, 2017, enterprises which plan to
construct projects shall engage qualified professionals to provide the assessment reports,
assessment form, or registration form on the environmental impact of such projects. The
assessment reports, assessment form, or registration form shall be filed with or approved by the
relevant environmental protection bureau prior to the commencement of any construction
work.
According to the Environmental Protection Law and the Regulation on Administration of
Discharge Permit ( રϮ஢̙၍ଣૢԷ) issued by the State Council on January 24, 2021
and came into effect on March 1, 2021, enterprises, public institutions and other producers and
operators that are subject to the administration of discharge permit shall discharge pollutants
in accordance with the requirements of the discharge permit; and those who have not obtained
the discharge permit shall not discharge pollutants. The competent authorities in charge of
environmental protection shall impose different administrative penalties on individuals or
enterprises that violate the Environmental Protection Law. According to the Measures for
Pollutant Discharge Permitting Administration (), published by the
Ministry of Ecology and Environment on April 1, 2024 came into effect on July 1, 2024,
enterprises, public institutions and other producers and business operators shall, in accordance
with factors such as the amount of pollutants produced, the amount of pollutants discharged
and the extent of their impact on the environment, carry out the management of pollutant
discharge permits with a focus, simplified management and pollutant discharge registration.
The specific scope of pollutant discharging entities under priority pollutant discharge
permitting administration or those under summary pollutant discharge permitting
administration shall be governed by the classification administration list of pollutant discharge
permitting for fixed pollution sources. The pollutant discharging entity that, in accordance with
the law, shall apply for a pollutant discharge permit in accordance with the law and discharge
pollutants in accordance with the relevant provisions.
According to the Classification Management List for Fixed Source Pollution Permits
(2019 Edition) (๕રϮ஢̙ʱᗳ၍ଣΤ፽(2019و)), the manufacturing of
biological drugs and products falls into the classification management scope for fixed source
pollution permits. The Ministry of Ecology and Environment is authorized to promulgate
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national environmental quality and pollutant emission standards as well as to supervise
national environmental protection works. At the same time, local environmental protection
authorities could set local standards that are more stringent than national standards, and in this
regard, the enterprises concerned must comply with both national and local standards.
Regulations on Foreign Exchange and Overseas Investment and Dividend Distribution
Foreign Exchange and Overseas Investment
Foreign exchange in the PRC is mainly regulated by the Foreign Exchange Administration
Regulations of the PRC ( ʕശɛ͏΍ձ਷̮ි၍ଣૢԷ), which was promulgated by the
State Council on January 29, 1996 and most recently amended on August 5, 2008. Renminbi
is freely convertible for current account items, including the distribution of dividends, interest
payments, trade and service-related foreign exchange transactions, but is not freely convertible
for capital account items, such as direct investments, loans, repatriation of investments and
investments in securities outside of the PRC, unless prior approval is obtained from the SAFE
and/or prior registration with the SAFE is made.
According to the Notice of SAFE on Issues Concerning the Foreign Exchange
Administration of Overseas Listing (ஷ
) announced by the SAFE on December 26, 2014, the SAFE and its branch offices and
administrative offices shall oversee, regulate and inspect domestic companies regarding their
business registration, opening and use of accounts, trans-border payments and receipts,
exchange of funds and other conduct involved in overseas listing. Domestic companies shall,
within 15 working days upon the end of their public offering overseas, handle registration
formalities for overseas listing with the foreign exchange authority at its place of registration
with the required materials.
On February 13, 2015, the SAFE promulgated the Notice on Further Simplifying and
Improving Foreign Exchange Administration Policy on Direct Investment (ආɓӉᔊʷ
) (the “SAFE Circular 13”), which took effect on June
1, 2015 and was amended on December 30, 2019. In accordance with the SAFE Circular 13,
the banks will review and carry out foreign exchange registration under domestic direct
investment as well as foreign exchange registration under overseas direct investment directly,
and the SAFE and its branches shall implement indirect supervision over foreign exchange
registration of direct investment via the banks.
According to the Circular on Reforming the Management Approach regarding the
Settlement of Foreign Exchange Capital of Foreign-invested Enterprises (̮ਠҳ༟
) (the “Circular 19”) (promulgated by SAFE on March
30, 2015, became effective on June 1, 2015 and partially repealed on December 30, 2019), the
foreign exchange capital of foreign-invested enterprises shall be subject to the Discretional
Foreign Exchange Settlement (the “Discretional Foreign Exchange Settlement”). The
Discretional Foreign Exchange Settlement refers to the foreign exchange capital in the capital
account of a foreign-invested enterprise for which the rights and interests of monetary
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contribution has been confirmed by the local foreign exchange bureau (or the book-entry
registration of monetary contribution by the banks) can be settled at the banks based on the
actual operational needs of the foreign-invested enterprise. The proportion of Discretional
Foreign Exchange Settlement of the foreign exchange capital of a foreign-invested enterprise
is temporarily determined as 100%. The Renminbi converted from the foreign exchange capital
will be kept in a designated account. If a foreign-invested enterprise needs to make a further
payment from such assigned accounts, it still needs to provide supporting documents and go
through the banks’ review process.
Pursuant to the Circular on Reforming and Regulating Policies on the Control over
Foreign Exchange Settlement of Capital Accounts (Hui Fa [2016] No. 16) (ձ஝ᇍ
(ි೯[2016]16 ໮)) (the “Circular 16”), which was
promulgated by the SAFE and came into effect on June 9, 2016, and was amended on
December 4, 2023), enterprises registered in the PRC (including Chinese-funded enterprises
and foreign-invested enterprises, excluding financial institutions) may also convert their
foreign debts from foreign currency to Renminbi on a self-discretionary basis. The Circular 16
provides an integrated standard for converting foreign exchange under capital account items
(including but not limited to foreign exchange capital and foreign debts) on a discretionary
basis which applies to all enterprises registered in the PRC. The Circular 16 reiterates the
principle that Renminbi converted from foreign currency-denominated capital of a company
may not be directly or indirectly used for purposes beyond its business scope or prohibited by
PRC laws or regulations, and such converted Renminbi shall not be provided as loans to its
non-affiliated entities, except where it is expressly permitted in the business license.
In accordance with the Circular of the SAFE on Further Promoting Cross-border Trade
and Investment Facilitation (Hui Fa [2019] No. 28) (ආ༨ྤ൱
)( ි೯[2019]28 ໮), which was promulgated by the SAFE and came
into effect on October 23, 2019, and amended on December 4, 2023, foreign-invested
enterprise engaged in non-investment business are permitted to settle foreign exchange capital
in RMB and make domestic equity investments with such RMB funds according to laws and
regulations under the condition that the current Special Administrative Measures (Negative
List) for Foreign Investment Access are not violated and the relevant domestic investment
projects are true and compliant.
According to the Circular of the SAFE on Further Deepening Reforms to Facilitate
Cross-Border Trade and Investment (Hui Fa [2023] No. 28) (ආɓӉଉ
)( ි೯[2023]28 ໮), which was promulgated by the
SAFE and came into effect on December 4, 2023, the equity transfer consideration paid in
foreign currency by domestic entities owe to domestic equity transferors (including institutions
and individuals), as well as the foreign exchange funds raised by domestic enterprises listed
overseas, can be remitted to the capital project settlement account directly. The funds in the
capital project settlement account can be independently settled and utilized.
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Dividend Distribution
The SAFE promulgated the Notice of the SAFE on Further Promoting the Reform of
Foreign Exchange Administration and Improving the Examination of Authenticity and
Compliance ()
in January 2017, which stipulates several capital control measures with respect to the outbound
remittance of profits of a domestic entity equivalent to more than USD50,000 (exclusive)
including the following: (1) under the principle of genuine transaction, banks shall check board
resolutions regarding profit distribution (or the partners resolutions regarding profit
distribution), the original version of tax filing records and audited financial statements; and (2)
domestic entities shall hold income to account for previous years’ losses before remitting the
profits. Moreover, domestic entities shall make detailed explanations of the sources of capital
and the usage of funds (use plan), and provide board resolutions (or the partners resolutions),
contracts and other proof when completing the registration procedures in connection with an
outbound investment.
Regulations on Information Security and Data Privacy
The Basic Standards and Practice of Medical Test Laboratory (for Trial Implementation)
(ਿ͉ᅺ๟ձ၍ଣ஝ᇍ(༊Б)), which was promulgated by the National
Health and Family Planning Commission of the PRC and came into force on July 20, 2016,
provides that medical laboratories must establish information management and patient privacy
protection policies. The Measures for the Administration of General Population Health
Information (for Trial Implementation) (ج(༊Б)) promulgated by
the National Health and Family Planning Commission of the PRC on May 5, 2014 sets forth
the implementation measures for patient privacy protection in medical institutions. The
measures regulate the collection, use, management, safety and privacy protection of general
population health information by medical institutions. Medical institutions must establish
information management departments responsible for general population health information
and establish quality control procedures and relevant information systems to manage such
information. Medical institutions must adopt stringent procedures to verify the general
population health data collected, timely update and maintain the data, establish policies on the
authorized use of such information, and establish safety protection systems, policies, practice
and technical guidance to avoid divulging confidential or private information.
On May 28, 2020, the NPC approved the Civil Code of the PRC (the “Civil Code”), which
came into effect on January 1, 2021. Pursuant to the Civil Code, the personal information of
a natural person shall be protected by the law. Any organization or individual that need to
obtain personal information of others shall obtain such information legally and ensure the
safety of such information, and shall not illegally collect, use, process or transmit personal
information of others, or illegally purchase or sell, provide or make public personal
information of others.
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The Personal Information Protection Law of the PRC (ᚐ
) (the “Personal Information Protection Law”), promulgated by the SCNPC on August 20,
2021 and effective from November 1, 2021, stipulates the scope of personal information and
establishes rules for processing personal information onshore and offshore. The Personal
Information Protection Law sets forth certain specific personal information protection
requirements, including but not limited to more specific inform and consent requirements in
various contexts, strengthened and classified obligations of personal information processors,
and more limitations and rules on processing of personal information.
On June 10, 2021, the SCNPC promulgated the Data Security Law of the PRC ( ʕശ
) (the “PRC Data Security Law”), which became effective on
September 1, 2021. Pursuant to the PRC Data Security Law, data refers to any record of
information in electronic or any other form. Data processing includes but is not limited to the
collection, storage, use, processing, transmission, provision, and public disclosure of data.
Industrial sector, telecommunications, transportation, finance, natural resources, health,
education, science and technology, and other departments shall undertake the duty to supervise
data security in their respective industries and fields. The PRC Data Security Law stipulates
that each organization or individual collecting data shall adopt legal and proper methods, and
shall not steal or obtain data by other illegal methods, and the data processing activities shall
comply with laws and regulations, respect social mores and ethics, comply with commercial
ethics and professional ethics, be honest and trustworthy, perform obligations to protect data
security, and undertake social responsibility; it shall not endanger national security, the public
interest, or individuals’ and organizations’ lawful rights and interests.
On December 28, 2021, the Cyberspace Administration of China (the “CAC”), together
with other PRC governmental authorities, promulgated the revised Measures for Cybersecurity
Review () (the “Cybersecurity Measures”). Pursuant to the
Cybersecurity Measures, (i) the purchase of network products and services of a critical
information infrastructure operator and data processing activities of an online platform
operator that affect or may affect national security shall be subject to the cybersecurity review,
(ii) particularly, if a critical information infrastructure operator purchase network products and
services that affect or may affect national security, or an online platform operator possessing
personal information of over one million users and pursues a listing abroad, such operator must
apply for cybersecurity review, and (iii) relevant governmental authorities in the PRC may
initiate cybersecurity review if such governmental authorities determine any network products
and services, and data processing activities affect or may affect national security. On
September 24, 2024, the State Council issued the Regulations on the Administration of Cyber
Data Security ( ၣഖᅰኽτΌ၍ଣૢԷ) (the “Regulations on the Administration of Cyber
Data Security”). The Regulations on the Administration of Cyber Data Security, which will
come into effect from January 1, 2025, provides clear stipulation on carrying out cyber data
processing activities and the security supervision and management thereof.
On March 17, 2018, the General Office of the State Council promulgated the Measures
for the Administration of Scientific Data (), which provide a broad
definition of scientific data, including data obtained in the fields of natural sciences,
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engineering and technology through basic research, applied research and experimental
development, as well as the original and derived data acquired through observation and
monitoring, surveys, examination and testing, and other methods for use scientific research
activities.
According to the Measures for the Administration of Scientific Data, enterprises in China
must seek governmental approval before any scientific data involving a state secret may be
transferred abroad or to foreign parties. Further, any researcher conducting research funded at
least in part by the Chinese government is required to submit relevant scientific data for
management by the entity to which such researcher is affiliated before such data may be
published in any foreign academic journal. Furthermore, scientific data involving state secrets,
national security, social and public interest, trade secrets or personal privacy shall not be made
publicly available for sharing, or where necessary, the purpose, user qualifications,
confidentiality requirements, etc. shall be subject to review, with strict control on the scope of
information.
In addition, legal entities shall establish a cybersecurity protection system in accordance
with the national cybersecurity management regulations, adopt safe and reliable products and
services, improve management measures such as data control, attribute management, identity
authentication, behavior traceability and blacklist, and improve anti-tamper, anti-leak, anti-
attack, anti-virus and other security protection systems.
According to the Regulations on the Administration of Cyber Data Security issued by the
State Council on September 30, 2024 and implemented on January 1, 2025, cyber data
processors carrying out cyber data processing activities that affect or may affect national
security shall be subject to national security review in accordance with relevant state
regulations. It also proposes specific requirements for cyber data processors dealing with
important data. The Regulations on the Administration of Cyber Data Security defines
“important data” as “data in specific fields, groups, regions, or with a certain precision and
scale, which, once tampered with, destroyed, leaked, or illegally obtained or used, may directly
endanger national security, economic operation, social stability, public health and safety”. The
Regulations on the Administration of Cyber Data Security requires that the national data
security coordination mechanism shall coordinate the relevant authorities to formulate the
catalogs of “important data” for relevant regions and departments. The cyber data processors
shall identify the “important data” processed by them and report it to the relevant authorities
which shall promptly notify the cyber data processors or make the processing results public.
The Regulations on the Administration of Cyber Data Security impose a number of compliance
obligations on cyber data processors processing important data, including but not limited to (i)
appointing a cyber data security chief and establishing an internal data security management
organization; (ii) conducting a risk assessment before providing, entrusting a supplier to
process or co-processing important data, unless such processing activities are part of the
performance of statutory duties or statutory obligations; (iii) reporting the disposal plan of
important data to the provincial competent authorities (including the name and contact
information of important data recipients) before merger, division, dissolution, bankruptcy and
other events that may have a significant impact on the security of important data; and (iv)
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carrying out risk assessment of cyber data processing activities every year, and submitting risk
assessment reports to the relevant provincial competent authorities, which shall inform the
provincial cyberspace administration and public security organs.
On July 7, 2022, the Cyberspace Administration of China, or CAC promulgated Measures
for the Security Assessment of Outbound Data Transfers (), which
became effective on September 1, 2022 and outlines the possible security assessment process
for outbound data transfers. According to the Measures for the Security Assessment of
Outbound Data Transfers, a data processor that provides important data collected or generated
within China during its operations in China as well as personal information for security
assessment to overseas recipients in accordance with the law shall comply with the provisions
of these measures. According to the Measures for the Security Assessment of Outbound Data
Transfers, a data processor providing data abroad is required to apply for security assessment
for outbound data transfer in any of the following circumstances: (i) where a data processor
provides critical data abroad; (ii) where a critical information infrastructure operator or a data
processor that processes personal information of more than one million individuals provides
personal information abroad; (iii) where a data processor has provided personal information in
the aggregate of more than 100,000 individuals or sensitive personal information of more than
10,000 individuals in total to abroad since January 1 of the previous year; and (iv) other
circumstances prescribed by the CAC for which declaration for security assessment for
cross-board transfer of data is required. The Measures for the Security Assessment of Outbound
Data Transfers also stipulates the procedures for security assessment and submission, the
important factors to be considered during the assessment and the legal liability of the data
processor for failure to declare the assessment.
On March 22, 2024, the CAC issued Provisions on Facilitating and Regulating
Cross-border Data Flows (), which provide provisions for
the implementation of outbound data transfer systems including security assessment for
outbound data transfers, standard contracts for outbound transfer of personal information, and
personal information protection certification. In accordance with these provisions, unless
otherwise stipulated, (I) data processors who provide data abroad, and meet any of the
following conditions, are required to declare the security assessment of outbound data transfer
to the national cyberspace administration authority through the provincial-level cyberspace
administration authority where the data handlers are located: (A) critical information
infrastructure operators providing personal information or important data abroad; (B) data
processors other than critical information infrastructure operators providing important data
abroad or cumulatively providing abroad personal information (excluding sensitive personal
information) of more than one million individuals, or sensitive personal information of more
than 10,000 individuals since January 1 of the current year; and (II) data processors other than
critical information infrastructure operators have cumulatively provided abroad personal
information (excluding sensitive personal information) of more than 100,000 and less than
1,000,000 individuals, or sensitive personal information of less than 10,000 individuals as of
January 1 of the current year, shall enter into a standard contract for outbound transfer of
personal information with the overseas recipient or obtain personal information protection
certification in accordance with the law.
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Regulations on Overseas Securities Offering and Listing by Domestic Enterprises
The CSRC promulgated the Trial Administrative Measures of Overseas Securities
Offering and Listing by Domestic Enterprises ( ྤʫΆุྤ̮೯БᗇՎձɪ̹၍ଣ༊Б፬
) (the “Overseas Listing Trial Measures”) and five relevant guidelines on February 17,
2023, which took effect on March 31, 2023. The Overseas Listing Trial Measures
comprehensively reformed the regulatory regime for overseas offering and listing of securities
by the PRC domestic enterprises, either directly or indirectly, into a filing-based system.
According to the Overseas Listing Trial Measures, the PRC domestic enterprises that seek
to offer and list securities in overseas markets, either directly or indirectly, are required to
fulfill the filing procedure with the CSRC and report relevant information. The Overseas
Listing Trial Measures provides that an overseas listing or offering is explicitly prohibited, if
any of the following applies: (i) such securities offering or listing is explicitly prohibited by
provisions in PRC laws, administrative regulations or relevant state rules; (ii) the securities
offering or listing may endanger national security as reviewed and determined by competent
authorities under the State Council in accordance with laws; (iii) the domestic enterprise or its
controlling shareholder(s) and the actual controller, have committed crimes such as corruption,
bribery, embezzlement, misappropriation of property or undermining the order of the socialist
market economy during the latest three years; (iv) the domestic enterprise is currently under
investigations for suspicion of criminal offenses or major violations of laws and regulations,
and no conclusion has yet been made thereof; or (v) there are material ownership disputes over
equity held by the controlling shareholder(s) or by other shareholder(s) that are controlled by
the controlling shareholder(s) or actual controller.
On February 24, 2023, the CSRC and other relevant government authorities promulgated
the Provisions on Strengthening the Confidentiality and Archives Administration of Overseas
Securities Issuance and Listing by Domestic Enterprises (̋੶ྤʫΆุྤ̮೯БᗇՎձ
) (the “Provision on Confidentiality”), which took
effect on March 31, 2023. Pursuant to the Provision on Confidentiality, where a domestic
enterprise provides or publicly discloses to the relevant securities companies, securities service
institutions, overseas regulatory authorities and other entities and individuals, or provides or
publicly discloses through its overseas listing subjects, documents and materials involving
state secrets and working secrets of state organs, it shall report the same to the competent
department with the examination and approval authority for approval in accordance with the
law, and submit the same to the secrecy administration department of the same level for filing.
Domestic enterprises providing accounting archives or copies thereof to the relevant securities
companies, securities service institutions, overseas regulatory authorities and other entities and
individuals shall perform the corresponding procedures pursuant to the relevant provisions of
the State. The working papers formed within the territory of the PRC by the securities
companies and securities service institutions that provide corresponding services for the
overseas issuance and listing of domestic enterprises shall be kept within the territory of the
PRC, and cross-border transfer shall go through the examination and approval formalities in
accordance with the relevant provisions of the State.
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Regulations on “Full Circulation” of H Shares
On November 14, 2019, the CSRC issued the Guidelines on Application for “Full
Circulation” of Domestic Unlisted Shares of H Share Companies ( H΅
͡ሗ“ஷ”ˏ) (the “Guidelines”), which was amended and came into effect on
August 10, 2023. According to the Guidelines, “Full Circulation” refers to the listing and
circulation of the domestic unlisted shares of an H-share company (including unlisted domestic
shares held by domestic shareholders prior to overseas listing, unlisted domestic shares that are
further issued in the PRC after overseas listing and unlisted shares held by foreign
shareholders) on the Hong Kong Stock Exchange. Holders of unlisted domestic shares may, at
their own discretion, negotiate and determine the number and proportion of shares to be applied
for circulation, and entrust H-share companies to apply for “full circulation”, as well as entrust
H-share companies to submit the “full circulation” filing documents to the CSRC, subject to
compliance with relevant laws and regulations as well as policy requirements in respect of
state-owned assets management, foreign investment and industry regulation. According to the
Guidelines, shareholders of domestic unlisted shares should handle the transfer of shares in
accordance with the relevant business rules of CSDC, and H-share companies should submit
a report on the relevant situation to the CSRC within 15 days after the completion of the
transfer of the shares involved in the application to CSDC.
According to the regulations on overseas listing, where a domestic enterprise directly
issues and lists its securities overseas, the shareholders holding unlisted domestic shares may,
after filing, convert the above shares into overseas listed shares in accordance with the law and
list and circulate the same on an overseas stock exchange. A domestic enterprise may also
submit an application for “full circulation” at the same time when it submits an application for
the overseas direct issuance and listing to the CSRC.
On December 31, 2019, China Securities Depository and Clearing Corporation Limited
(“CSDC”) and Shenzhen Stock Exchange (“SZSE”) jointly announced the Measures for
Implementation of H-share Full Circulation Business ( Hٰ“ஷ”) (the
“Measures for Implementation”). The businesses in relation to the H-share full circulation
business, such as cross-border transfer registration, maintenance of deposit and holding details,
transaction entrustment and instruction transmission, settlement, management of settlement
participants, services of nominal holders, etc. are subject to the Measures for Implementation.
In order to fully promote the reform of H-share full circulation and clarify the business
arrangement and procedures for the relevant shares’ registration, custody, settlement and
delivery, CSDC promulgated the Guide to the Program for Full Circulation of H-shares ( H
ٰ“ஷ”) on February 7, 2020, and updated it on September 20, 2024, which
specifies the business preparation, account arrangement, cross-border share transfer
registration and overseas centralized custody, and other relevant matters. In February 2020,
China Securities Depository and Clearing (Hong Kong) Company Limited (“CSDC (Hong
Kong)”) also promulgated the Guide to the Program for Full Circulation of H-shares of China
Securities Depository and Clearing (Hong Kong) Company Limited ( ʕ਷ᗇՎ೮াഐၑ(࠰
ಥ)ʮ̡Hٰ“ஷ”) to specify the escrow, custody, agent service,
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arrangement for settlement and delivery, risk management measures and other relevant matters.
On September 20, 2024, China Securities Depository and Clearing Corporation Limited
Shenzhen Branch promulgated the Guide to the Program for Full Circulation of H-shares of
China Securities Depository and Clearing Corporation Limited Shenzhen Branch ( ʕ਷ᗇՎ
ப΂ʮ̡ଉέʱʮ̡Hٰ“ஷ”), which came into effect on
September 23, 2024, and it specifies the business preparation, cross-border share transfer
registration, arrangement for settlement and delivery, risk management measures and other
relevant matters.
OVERVIEW OF EU LA WS AND REGULATIONS
Clinical Trial Approval
The European Medicines Agency (“ EMA”) is the scientific agency of the European Union
(EU) that coordinates the evaluation and monitoring of new and approved medicinal products
such as small molecules and biologics. It is responsible for the scientific evaluation of
applications for EU marketing authorizations, as well as the development of technical guidance
and the provision of scientific advice to sponsors.
The approval process for medicinal products within the EU is broadly analogous to that
of the United States. It typically necessitates the successful completion of the following stages:
 preclinical laboratory tests, animal studies and formulation studies all performed in
accordance with the applicable EU Good Laboratory Practice regulations;
 Submission of a clinical trial application (“ CTA”) must be done in the Clinical
Trials Information System (“ CTIS ”) for each clinical trial, which must be approved
before human clinical trials may begin;
 performance of adequate and well-controlled clinical trials to establish the safety
and efficacy of the product for each proposed indication;
 satisfactory completion of an inspection by the relevant national authorities of the
manufacturing facility or facilities, including those of third parties, at which the
product is produced to assess compliance with cGMP;
 potential audits of the non-clinical and clinical trial sites that generated the data in
support of the MAA; and
 review and approval by the relevant national authority of the MAA before any
commercial marketing, sale or shipment of the product.
Preclinical studies include laboratory evaluations of product chemistry, formulation and
stability, as well as studies to evaluate the potential efficacy and toxicity in animals. The
conduct of the preclinical tests and formulation of the compounds for testing must comply with
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the relevant EU regulations and requirements. The results of the preclinical tests, together with
relevant manufacturing information and analytical data, are submitted as part of the CTA when
seeking approval to start a clinical trial, and with the MAA when seeking marketing
authorization.
On January 31, 2022, the Clinical Trials Regulation (EU) No. 536/2014 repealed the
Clinical Trials Directive 2001/20/EC. To ensure that the rules for clinical trials are identical
throughout the EU, the Clinical Trials Regulation (EU) No. 536/2014 was passed as a
regulation which is directly applicable in all EU member states.
Requirements for the conduct of clinical trials in the EU including Good Clinical Practice
(“GCP”), are implemented in the Clinical Trials Regulation (EU) No 536/2014 (EU CTR) and
the GCP Directive 2005/28/EC. Pursuant to Regulation (EU) No 536/2014 and Directive
2005/28/EC, as amended, a system for the approval of clinical trials in the EU has been
implemented through national legislation of the EU member states. Under this system,
approval must be obtained from the competent national authority in which a trial is planned to
be conducted, or in multiple member states if the clinical trial is to be conducted in a number
of member states. A CTA is submitted, which must be supported by an investigational
medicinal product dossier (“ IMPD ”) and further supporting information prescribed by
Regulation (EU) No 536/2014 and Directive 2005/28/EC and other applicable guidance
documents. Furthermore, a clinical trial may only be started after a competent ethics committee
has issued a favorable opinion on the clinical trial application in that country.
Regulation (EU) No 536/2014 aims to simplify and streamline the approval of clinical
trial in the EU. The main characteristics of the regulation include:
 a streamlined application procedure via a single-entry point, known as the Clinical
Trials Information System (“ CTIS ”);
 a single set of documents to be prepared and submitted for the application as well
as simplified reporting procedures which will spare sponsors from submitting
broadly identical information separately to the competent authorities of various
countries;
 harmonized procedure for the assessment of applications for clinical trials, which is
divided in two parts;
 strictly defined deadlines for the assessment of clinical trial application; and
 the involvement of the ethics committees in the assessment procedure in accordance
with the national law of the member state concerned but within the overall timelines
defined by the Regulation (EU) No 536/2014.
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Clinical trial authorization occurs at EU member state level. The Clinical Trials
Regulation enables sponsors to submit one online application via the CTIS maintained by the
EMA, through which regulators and authorities of each state can collaboratively process
clinical trial applications, request further information from the Sponsor, authorize or refuse a
trial and oversee an authorized trial. The evaluation process of an initial clinical trial
application includes three main phases: validation, assessment and decision. The assessment
phase includes two parts: Part I and Part II.
 Part I is a joint assessment by the member states concerned (“ MSCs ”) led by the
reporting member state (“ RMS”) on aspects primarily related to scientific
documentation, manufacturing and importing requirements, protocol, labeling
requirements and completeness and adequateness of the investigator’s brochure.
 Part II is a separate assessment performed by each MSC, each of which results in the
submission of an individual conclusion. The scope of the Part II assessment is set
out in the Clinical Trial Regulation and primarily relates to aspects such as informed
consent, compensation, protection of data and samples, patient recruitment and
suitability of clinical trial sites.
Request for information (“ RFI”) may be raised by RMS for Part I or by the MSC for Part
II. Each MSC decides if the application is complete and adequate, and therefore if the clinical
trial can be conducted in its territory.
Marketing Authorization
Centralized Procedure
Authorization to market a product in the member states of the EU proceeds under one of
four procedures: a centralized procedure, a mutual recognition procedure, a decentralized
procedure or a national procedure.
The centralized procedure enables applicants to obtain a marketing authorization that is
valid in all EU member states based on a single application. Certain medicinal products,
including products developed by means of biotechnological processes must undergo the
centralized authorization procedure for marketing authorization, which, if granted by the
European Commission, based on the opinion of the EMA, is automatically valid in all EU
member states. Sponsors may elect to file an MAA through the centralized procedures for other
classes of products.
The centralized procedure is mandatory for certain types of products such as, medicines
derived from biotechnology processes such as genetic engineering, advanced-therapy
medicines such as gene-therapy or tissue engineered medicine, orphan medicines, and
medicinal products containing a new active substance indicated for the treatment of cancer,
diabetes, neurodegenerative disorders, autoimmune and other immune dysfunctions, and viral
diseases.
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The centralized authorization procedure is optional for other medicinal products if they
contain a new active substance, if the applicant shows that the medicinal product concerned
constitutes a significant therapeutic, scientific or technical innovation, or that the granting of
authorization is in the public interest of the EU.
Administration Procedure
Under the centralized procedure, the EMA ’s Committee for Human Medicinal Products
(“CHMP ”) serves as the scientific committee that renders opinions about the safety, efficacy
and quality of medicinal products for human use on behalf of the EMA. The CHMP is
composed of experts nominated by each member state’s national authority for medicinal
products, with one of them appointed to act as Rapporteur for the co-ordination of the
evaluation with the possible assistance of a further member of the Committee acting as a
Co-Rapporteur. After approval, the Rapporteur(s) continue to monitor the product throughout
its life cycle. The CHMP has 210 active days, to adopt an opinion as to whether a marketing
authorization should be granted. The process usually takes longer in case additional
information is requested, which triggers clock-stops in the procedural timelines. The process
is complex and involves extensive consultation with the regulatory authorities of member
states and a number of experts. When an application is submitted for a marketing authorization
in respect of a drug which is of major interest from the point of view of public health and in
particular from the viewpoint of therapeutic innovation, the applicant may, pursuant to Article
14(9) Regulation (EC) No 726/2004, request an accelerated assessment procedure. If the
CHMP accepts such request, the time-limit of 210 days will be reduced to 150 days, but it is
possible that the CHMP can revert to the standard time-limit for the centralized procedure if
it considers that it is no longer appropriate to conduct an accelerated assessment. Once the
procedure is completed, a European Public Assessment Report (“ EPAR”) is produced. If the
opinion is negative, information is given as to the grounds on which this conclusion was
reached. After the adoption of the CHMP opinion, a decision on the MAA must be adopted by
the European Commission, after consulting the EU member states, which in total can take more
than 60 days. After a drug has been authorized and launched, it is a condition of maintaining
the marketing authorization that all aspects relating to its quality, safety and efficacy must be
kept under review.
Conditional Approval
In specific circumstances, EU legislation (Article 14(7) Regulation (EC) No. 726/2004
and Regulation (EC) No. 507/2006 on Conditional Marketing Authorizations for Medicinal
Products for Human Use) enables applicants to obtain a conditional marketing authorization
prior to obtaining the comprehensive clinical data required for an application for a full
marketing authorization. Such conditional approvals may be granted for products (including
medicines designated as orphan medicinal products), if (1) the risk-benefit balance of the
product is positive, (2) it is likely that the applicant will be in a position to provide the required
comprehensive clinical trial data, (3) the product fulfills unmet medical needs, and (4) the
benefit to public health of the immediate availability on the market of the medicinal product
concerned outweighs the risk inherent in the fact that additional data are still required. A
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conditional marketing authorization may contain specific obligations to be fulfilled by the
marketing authorization holder, including obligations with respect to the completion of
ongoing or new studies, and with respect to the collection of pharmacovigilance data.
Conditional marketing authorizations are valid for one year, and may be renewed
annually, if the risk-benefit balance remains positive, and after an assessment of the need for
additional or modified conditions and/or specific obligations. The timelines for the centralized
procedure described above also apply with respect to the review by the CHMP of applications
for a conditional marketing authorization.
Drug Manufacturing
The manufacture and import of drugs in the EU are subject to regulatory authorization.
In order to obtain a manufacturing authorization the applicant shall have at his disposal,
suitable and sufficient premises, technical equipment and control facilities complying with the
requirements for manufacture, control and storage of drugs. Furthermore, it is compulsory to
have at least one qualified person that is responsible to guarantee compliance with
manufacturing requirements. To meet this obligation, a manufacturer may refer to, and comply
with, the GMP guidelines.
According to the European Commission Delegated Regulation (EU) 2017/1569 and
Directive (EU) 2017/1572 for compliance with GMP , all manufacturers should operate an
effective quality management system of their manufacturing operations, which requires the
implementation of a pharmaceutical quality assurance system. The principles and guidelines of
GMP should be set out in relation to quality management, personnel, premises and equipment,
documentation, production, quality control, contracting out, complaints and product recall, and
self-inspection.
To ensure that a drug manufacturer complies with GMP , the competent authorities of the
EU member states carry out inspections according to Article 111 of the Directive 2001/83/EC.
If the competent authority determines that the activities of the manufacturer are GMP-
compliant, it grants a GMP certificate that confirms the compliance status.
In the EU, international GMP certificates by foreign public authorities may be recognized
by the competent authority. The EU member states generally accept GMP audits/inspections
and approvals of the competent national authorities of other EU member states because of the
harmonization of the quality and pharmacovigilance regulations on the EU level.
Data Protection
The collection, use, disclosure, transfer, or other processing of personal data regarding
individuals in the EU, including personal health data, is subject to the General Data Protection
Regulation (Regulation (EU) 2016/679; GDPR) (“ GDPR ”), which became effective on May
25, 2018. The GDPR is wide-ranging in scope and imposes numerous requirements on
companies that process personal data, including requirements relating to processing health and
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other sensitive data, obtaining consent of the individuals to whom the personal data relates,
providing information to individuals regarding data processing activities, implementing
safeguards to protect the security and confidentiality of personal data, providing notification
of data breaches, and taking certain measures when engaging third-party processors.
Under the GDPR, transfers of personal data to countries outside the European Economic
Area (“ EEA”), are only permitted where appropriate safeguards are in place to ensure an
adequate level of protection. One of the primary legal mechanisms for such transfers is the use
of Standard Contractual Clauses (“ SCCs ”) adopted by the European Commission in June 2021
under Commission Implementing Decision (EU) 2021/914.
In accordance with applicable regulatory requirements and guidance from the European
Data Protection Board, organizations relying on SCCs must assess the legal framework of the
recipient country, consider potential access to data by public authorities, and implement
supplementary measures where necessary to ensure that the level of data protection is
essentially equivalent to that guaranteed within the EU.
Fines for non-compliance with the GDPR are up to the greater of
C20 million or 4% of
global turnover. In addition to administrative fines, a wide variety of other potential
enforcement powers are available to competent supervisory authorities in respect of potential
and suspected violations of the GDPR, including extensive audit and inspection rights, and
powers to order temporary or permanent bans on all or some processing of personal data
carried out by non-compliant actors. The GDPR also confers a private right of action on data
subjects and consumer associations to lodge complaints with supervisory authorities, seek
judicial remedies, and obtain compensation for damages resulting from violations of the
GDPR. Compliance with the GDPR is a rigorous and time-intensive process that increases the
cost of doing business and has required companies to change their business practices.
ESG Regulation
The ESG framework in clinical trials within the EU is primarily governed by the Clinical
Trials Regulation (“ CTR”), Regulation (EU) No 536/2014 has been fully applicable in Sweden
since January 31, 2022 and it replaces the previous national legislation based on Directive
2001/20/EC. This regulation enhances transparency by mandating public access to clinical trial
data through the CTIS, improves efficiency by enabling a centralized application process for
multi-country trials, and supports sustainability by reducing administrative burdens and
streamlining approval procedures, which also aligns with Swedish law (2018:1091) on ethical
review of clinical trials.
In alignment with these objectives, the Accelerating Clinical Trials in the EU (ACT EU)
initiative, launched by the EMA, the European Commission (EC), and the Heads of Medicines
Agencies (HMA), seeks to promote innovation in clinical trial design and execution. It also
aims to establish multi-stakeholder platforms to foster collaboration and to encourage
sustainable practices in clinical research.
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Furthermore, the WHO Global Clinical Trials Forum held in 2023, with active
participation from the EU, emphasized the importance of global coordination in ethics review
processes, the need for public engagement to address misinformation, and the role of digital
transformation in supporting more inclusive and efficient clinical trials.
Recent Development on Oligonucleotide Drug Regulation
In July 2024, the EMA published a draft “Guideline on the Development and Manufacture
of Oligonucleotides” (EMA/CHMP/CVMP/QWP/262313/2024), which was under public
consultation until January 31, 2025. This represents the first comprehensive regulatory
framework specifically dedicated to synthetic oligonucleotides, including siRNA products, and
addresses specific aspects of manufacturing, characterization, specification setting, and
analytical control that are inadequately addressed under existing EMA guidelines such as the
Guideline on the Chemistry of Active Substances (EMA/454576/2016).
The guideline explicitly acknowledges that synthetic oligonucleotides are not fully
covered by certain guidelines issued by International Council for Harmonisation of Technical
Requirements for Pharmaceuticals for Human Use (“ ICH”), including ICH Q3A/B, ICH
Q6A/B, and ICH M7, due to the unique physicochemical properties and manufacturing
processes of oligonucleotides that differ from conventional small molecules and biologics. It
is intended to complement these guidelines rather than replace them. Notably, mRNA-based
products are outside the scope of this guideline.
For siRNA therapeutics, the guideline outlines detailed expectations for solid-phase
synthesis, strand annealing, impurity profiling, stereoisomeric distribution of phosphorothioate
linkages, and the use of orthogonal analytical methods. It also emphasizes the control of
single-stranded intermediates and duplex purity, requirements for conjugation (e.g., GalNAc),
active substances in solution, and clinical trial applications.
This guideline represents a significant step toward regulatory harmonization in the EU
and supports the development, quality control, and registration of siRNA-based
oligonucleotide therapeutics.
OVERVIEW OF LA WS AND REGULATIONS IN AUSTRALIA
Drug Development and Manufacturing
Clinical trials conducted in Australia are regulated by the Therapeutic Goods
Administration (“ TGA”). Clinical trials must comply with a number of laws and regulations
in Australia at the Commonwealth and State/Territory levels, including the Therapeutic Goods
Act 1989 (Cth) and the Therapeutic Goods Regulations 1990 (Cth). Clinical trials must also
comply with: the International Council for Harmonisation of Technical Requirements for
Pharmaceuticals for Human Use (ICH) Guidelines for Good Clinical Practice, as adopted and
annotated by the TGA (the “ ICH GCP Guidelines ”); and the National Statement on Ethical
Conduct in Human Research (the “ National Statement ”).
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There are two schemes for the approval of clinical trials in Australia: the Clinical Trial
Notification (“ CTN”) scheme; and the Clinical Trial Approval (“ CTA”) scheme. The CTN
scheme involves the TGA being notified of the clinical trial, but not undertaking any evaluation
of the clinical trial. The CTA scheme involves the TGA not only being notified of the clinical
trial, but also conducting an evaluation and assessment of the clinical trial prior to its
commencement. The CTN scheme is generally used for earlier phase studies when there is
adequate preclinical information about the product, particularly in relation to safety. The CTA
scheme is generally used for high-risk or new treatments, where there is little known or no
knowledge about the safety of the goods. The decision regarding which scheme to follow is
generally up to the sponsor of the trial and the applicable Human Research Ethics Committee
(“HREC ”), although the CTA scheme is mandatory for certain types of biological medicines.
Clinical trials in Australia require the approval of the research institute that is conducting the
trial, following a review by its HREC before the trial commences. HRECs are also responsible
for overseeing clinical trials.
Clinical trials conducted in Australia must have a trial sponsor that is an Australian
company. It is permissible for a foreign corporation to engage an Australian company to act as
the sponsor of a clinical trial in Australia, often referred to as the Local Sponsor. In this
situation, the foreign corporation does not, itself, need to obtain any licenses or authorizations
in respect of the clinical trial. The Australian trial sponsor is responsible for the initiation,
management and financing (or arranging the financing) for the clinical trial and is legally
responsible for the conduct of the clinical trial, including obtaining the requisite licenses or
authorizations. The trial sponsor does not need to be the manufacturer of the product being
trialed. The product manufacturer may rely on the results the trial when seeking to have the
product registered on the Australian Register of Therapeutic Goods.
Clinical trials in Australia must follow the ICH GCP Guidelines as annotated by the TGA.
The TGA ’s annotations provide additional guidance regarding compliance with the National
Statement, obtaining informed consent in special cases, responsibility for the conduct of the
trial (including management, data handling and record keeping), the manufacturing, packaging,
labelling and coding of investigational products, and reporting for adverse drug reactions. The
approval of a clinical trial in Australia is conditional upon compliance with the ICH GCP
Guidelines as annotated by the TGA.
Clinical trials in Australia must also comply with the National Statement. The National
Statement sets out the Australian ethical standards against which all research involving
humans, including clinical trials, are reviewed. The approval of a clinical trial in Australia is
conditional upon compliance with the National Statement.
In relation to safety reporting requirements, clinical trials conducted in Australia must
follow: the Note for Guidance on Clinical Safety Data Management: Definitions and Standards
for Expedited Reporting (CPMP/ICH/377/95), as annotated by the TGA; and the National
Health and Medical Research Council (“ NHMRC ”) Guidance: Safety Monitoring and
Reporting in Clinical Trials Involving Therapeutic Goods.
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Additionally, per the ICH GCP Guidelines as annotated by the TGA, products used in
clinical trial must comply with the applicable good manufacturing practices (“ GMP”). For
investigational products manufactured in Australia, the relevant manufacturing standards are
set out in the Therapeutic Goods (Manufacturing Principles) Determination 2020 (Cth).
Generally, therapeutic goods (other than blood, blood components, haematopoietic progenitor
cells and biologicals that do not comprise or contain live animal cells, tissues or organs) must
be manufactured in accordance with the Guide to Good Manufacturing Practice of Medicinal
Products (PE 009-15, 1 May 2021) published by PIC/S.
Under both the CTN and CTA schemes, the clinical trial sponsor for a trial involving
medicines or biological products must provide to the TGA information about the proposed
dosage form, route of administration, formulation, dosage, and frequency of administration of
the product (amongst other information), prior to the commencement of the clinical trial. If a
change to the dosage is proposed to be made following the completion of a phase I clinical trial,
then that change must be either notified to the TGA (if the clinical trial falls under the CTN
scheme), or approved by the TGA (if the clinical trial falls under the CTA scheme). The change
would also require review and approval by the HREC overseeing the trial.
Data Protection
The Privacy Act 1988 (Cth) (“ Privacy Act ”) and Australian Privacy Principles (“ APPs ”)
apply to APP entities. An APP entity includes ‘organizations’, which means businesses that
have an annual turnover for the previous financial year AU$3 million or more.
The Privacy Act is the principal piece of Australian legislation protecting the handling of
personal information about individuals. This includes the collection, use, storage and
disclosure of personal information of Australian individuals.
There are 13 APPs and they govern standards, rights and obligations around:
 the collection, use and disclosure of personal information;
 an organization or agency’s governance and accountability;
 integrity and correction of personal information; and
 the rights of individuals to access their personal information.
It is a requirement for an APP entity to have a privacy policy. APP 1.4 contains a
non-exhaustive list of information that an APP entity must include in its APP Privacy Policy:
 the kinds of personal information collected and held by the entity (APP 1.4(a));
 how personal information is collected and held (APP 1.4(b));
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 the purposes for which personal information is collected, held, used and disclosed
(APP 1.4(c));
 how an individual may access their personal information and seek its correction
(APP 1.4(d));
 how an individual may complain if the entity breaches the APPs or any registered
binding APP code, and how the complaint will be handled (APP 1.4(e)); and
 whether the entity is likely to disclose personal information to overseas recipients
(APP 1.4(f)), and if so, the countries in which such recipients are likely to be located
if it is practicable to specify those countries in the policy (APP 1.4(g)).
Each state and territory have its own separate privacy legislation which is largely
consistent with the Privacy Act requirements.
Cross-Border Disclosure Requirements
Patient data falls under the category of ‘sensitive information’ under the Privacy Act.
Sensitive information attracts a higher level of protection under the Privacy Act than other
types of personal information, and can only be disclosed (1) for the purpose for which it was
collected, (2) for a directly related secondary purpose, or (3) where an exception applies (for
example, with an individual’s consent, where required by law, or where a permitted general
situation exists). For this reason, prior to disclosing patient data overseas a disclosing entity
should ensure that such disclosure is permitted under the Privacy Act.
In addition to the above general disclosure requirements, where personal information is
disclosed outside Australia to an overseas recipient the disclosing entity must take reasonable
steps to ensure that the overseas recipient does not breach the Privacy Act in respect of that
information. The concept of ‘reasonable steps’ is not defined, but it is generally expected that
the disclosing party will enter into an enforceable contractual arrangement with the overseas
recipient that requires the recipient to handle personal information in accordance with the
Privacy Act. It is likely that more rigorous steps will be required where the information to be
disclosed is sensitive information (including patient data).
The disclosing entity also remains accountable for any acts or practices of the overseas
recipient, and may be liable for any breaches of the Privacy Act by the overseas recipient even
if the disclosing entity has taken reasonable steps to ensure the overseas entity complies with
its legal requirements. An ‘overseas recipient’ includes a related body corporate located outside
Australia, however does not include an overseas office of the disclosing entity.
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Limited exceptions to the above requirements arise under the Privacy Act, including
circumstances where:
 the overseas recipient is subject to a substantially similar law or binding scheme
which individuals can access;
 the overseas recipient is subject to the laws of a country which is prescribed by
Australia’s privacy regulations (this exception has been newly introduced and to
date there are no such prescribed countries);
 the individual has consented to the disclosure after being expressly informed that if
the individual consents, the entity will not be accountable under the Privacy Act;
 the disclosure is required or authorised by law; or
 a permitted general situation exists (i.e. disclosure is necessary to lessen or prevent
a serious threat to life, to locate a missing person, etc.).
Patient data may also be subject to additional Australian privacy laws, such as State-based
health privacy laws.
State and Territory privacy laws apply to ‘health service providers’ and entities which
collect, hold, or use health information. Legislation underpinning these laws is the Health
Records and Information Privacy Act 2002 (NSW) in New South Wales, the Health Records
(Privacy and Access) Act 1997 (ACT) in the Australian Capital Territory, and the Health
Records Act 2000 (Vic) in Victoria. These laws impose similar limitations to the disclosure of
patient data as the Privacy Act.
Green-Washing Laws
The practice of ‘greenwashing’ occurs where a business makes a false or misleading
environmental claim, typically in an attempt to make their business appear more
environmentally beneficial. Greenwashing statements may be considered ‘false or misleading
representations’, which are prohibited under the Australian Consumer Law (ACL) (legislation
in Australia which provides protections to consumers and small businesses). The Australian
Consumer Law will apply to all businesses selling goods and service in Australia (even if the
business itself is located overseas). The Australian Competition and Consumer Commission,
Australia’s consumer law regulator, has frequently taken action against companies for
allegations of greenwashing.
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To avoid allegations of ‘greenwashing’, companies should ensure that all claims made
about the environmental impact of a product/service are true and accurate, and that they are not
misleading to an “ordinary and reasonable” audience. Businesses should only make claims that
represent the genuine environmental impact of a product/service, and should not exaggerate the
benefits or level of scientific acceptance of an environmental claim. Businesses should also
ensure they have clear evidence to back up all environmental claims made. Visual elements are
also important — use of symbols or other elements which are intended to give the impression
that a product is ‘good for the environment’ can be considered misleading if the impression
given to a consumer based on those elements is false.
A breach of the ACL’s prohibition on false or misleading representations can lead to
significant penalties — for example, corporations can be subject to penalties the greater of (a)
$50 million AUD; (b) three times the value of the benefit obtained from the breach; or (c) 30%
of the corporation’s adjusted turnover during the breach period.
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OVERVIEW
The history of our Group can be traced back to January 18, 2007, when our Company was
established as a limited liability company in Suzhou, Jiangsu province, the PRC. For further
details of the incorporation and major shareholding changes of our Company, see “—
Corporate Development and Major Shareholding Changes of Our Company — Establishment
and Early Major Shareholding Changes of Our Company” below.
Our Company is a biopharmaceutical company engaged in oligonucleotide research and
development, with a focus on siRNA therapeutics. With decades of expertise in the RNAi
technologies, Dr. LIANG, our founder, brings profound understanding of both the complexities
and the potential of the RNAi technologies to our Company. For details of the biographies of
Dr. LIANG, see “Directors, Supervisors and Senior Management.”
MILESTONES
The following table summarizes various key milestones in our corporate and business
development.
Y ear Milestones
2007 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118In January, our Company was established as a limited liability
company in Kunshan, Jiangsu Province (ʆ̹).
In April, our R&D center was established in Zhongguancun,
Beijing ( ̏ԯʕᗫӀ).
2008 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118In April, we successfully hosted the first RNAi China
conference (აҦஔၾᏐ͜ኪஔึᙄ).
2010 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118In December, we completed ISO 9001:2008 quality
management system accreditation (ISO 9001:2008 ሯඎ၍ଣ᜗
ӻႩᗇ).
2016 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118In September, we completed Series A Financing.
2018 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118In February, we completed Series B Financing.
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Y ear Milestones
2020 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118In January, we completed Series C1 Financing and raised
RMB203.0 million.
In April, we completed Series C2 Financing and raised
RMB454 million.
In September, we completed Series C+ Financing and raised
RMB250.0 million.
2021 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118In November, we completed RBD1016’s phase 1a clinical trial
in Australia.
2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118In February, we established Ribocure AB in Sweden as our
international R&D center.
In September, we completed Series E1 Financing and raised
RMB254.00 million.
2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118In March, RBD4059’s phase 1 clinical trial in Australia was
initiated.
In August, RBD1016’s phase 2 global MRCT in CHB patients
was initiated in Sweden.
In October, RBD1016’s phase 2 global MRCT in CHB patients
was initiated in Hong Kong.
In October, we completed RBD1016’s phase 1b clinical trial in
patients with CHB in Hong Kong.
In December, we entered into a license and collaboration
agreement with Qilu Pharmaceutical, pursuant to which we
granted Qilu Pharmaceutical a license to develop,
manufacture, and commercialize RBD7022 in mainland China,
Hong Kong and Macau.
In December, we entered into a strategic partnership with
Boehringer Ingelheim to jointly progress potential first-in-
class siRNAs utilizing our RiboGalSTAR
TM technology.
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Y ear Milestones
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118In August, RBD1016’s phase 2a clinical trial in CHD patients
was initiated in Sweden.
In August, RBD4059’s phase 2a clinical trial in patients with
coronary artery disease in Sweden was initiated.
In September, RBD7007 received CTA approval from EMA to
initiate its phase 1 clinical trial.
In October, RBD4059’s phase 1 clinical trial in Australia was
completed.
2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118In January, we announced the achievement of the first
preclinical milestone under our collaboration with Boehringer
Ingelheim.
In February, RBD2080 received the TGA’s acknowledgment to
initiate its phase 1 clinical trial in Australia.
In February, we completed patient enrollment for RBD4059’s
phase 2a clinical trial in patients with coronary artery disease
in Sweden.
In August 2025, we initiated the phase 1 clinical trial of
RBD1119 with the first patient enrolled in Australia.
In October 2025, the EMA granted Orphan Drug Designation
to RBD1016 for the treatment of HDV infection.
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OUR SUBSIDIARIES
As of the Latest Practicable Date, we had eight subsidiaries. The following table sets out
certain information of each of our subsidiaries as of the Latest Practicable Date.
No.
Name of
company
Place of
establishment
Principal business
activities
Shareholding
controlled by
our Company
Date of
establishment and
commencement
of business
1. /H1118/H1118/H1118Shandong
Ribotek
PRC pharmaceutical R&D
service
100% July 25, 2025
2. /H1118/H1118/H1118Shenzhen
Ribotek
PRC pharmaceutical R&D
service
100% May 29, 2025
3. /H1118/H1118Ribocure
AB(1)
Sweden pharmaceutical R&D
service
50.29% February 18, 2022
4. /H1118/H1118Ribo
Australia
Australia pharmaceutical R&D
service
100% June 28, 2021
5. /H1118/H1118Azemidite (2) PRC pharmaceutical R&D and
production
65.29% August 23, 2017
6. /H1118/H1118Beijing
RiboCure
PRC pharmaceutical R&D
service
100% August 6, 2015
7. /H1118/H1118Ribo HK Hong Kong no substantial operation 100% July 22, 2013
8. /H1118/H1118Kunshan
RiboCure
PRC pharmaceutical R&D
service
100% October 16, 2012
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Notes:
(1) Upon incorporation of Ribocure AB, Ribocure AB was held by our Company and Dr. GAN Liming ( ͚
׼an executive Director of the Company, as to 95% and 5%, respectively. To effectively enhance
the motivation of our global R&D team to further promote our R&D progress, our Company, Dr. GAN
and Adstella Holding AB, entered into a shareholders’ agreement dated December 18, 2021, pursuant to
which, Dr. GAN and Adstella Holding AB subsequently subscribed for 9,375 and 178,125 shares in
Ribocure AB at a consideration of SEK9,375 and SEK178,125, respectively. Upon such subscription,
Ribocure AB was held by our Company, Dr. GAN and Adstella Holding AB as to 80%, 5% and 15%,
respectively. Adstella Holding AB is a company established for the purpose of implementing the
Ribocure AB Share Incentive Scheme. In November 2024, as rewards and incentives to Dr. GAN in
recognition of his contributions to our Group, 65,500 shares in Ribocure AB were issued to Dr. GAN
at a consideration of SEK65,500 which was fully settled as of the Latest Practicable Date. Upon such
issuance, Ribocure AB was held by the Company, Adstella Holding AB and Dr. GAN as to 75.82%,
14.21% and 9.97%, respectively. Pursuant to the deed of adherence dated January 5, 2023 executed by
Adstella Holding AB, our Company and Dr. GAN, a deed of voting proxy shall be executed by Adstella
Holding AB in favor of our Company to further safeguard our Company’s control over the voting rights
of Ribocure AB. Pursuant to the deed of voting proxy entered by Adstella Holding on April 17, 2025
(the “ Deed of Voting Proxy ”), our Company shall be entitled to, as the attorney of Adstella Holding AB
at the Company’s sole discretion, to exercise the voting rights attached to the shares in Ribocure AB
held by Adstella Holding AB. For providing further funds for the R&D progress of Ribocure AB, on
June 13, 2025, Erik Selin Fastigheter Aktiebolag and Co Activate AB, each an Independent Third Party,
entered into a share subscription agreement with Ribocure AB, pursuant to which, Erik Selin Fastigheter
Aktiebolag and Co Activate AB subscribed 616,862 and 19,277 shares in Ribocure AB at a consideration
of US$32,000,000 and US$1,000,000, respectively, which was settled on the same date. Upon such
subscription, Ribocure AB was held by our Company, Erik Selin Fastigheter Aktiebolag (“ Erik Selin
Fastigheter AB ”), Adstella Holding AB, GAN Liming and Co Activate AB as to 50.29%, 32.65%,
9.43%, 6.61% and 1.02%, respectively. The decrease of the Company’s interest in Ribocure AB will not
materially impact the Group’s operations, R&D capabilities, or clinical development of Ribocure AB
given that the Company retains majority control and decision-making authority over Ribocure AB while
this round of financing enhanced Ribocure AB’s financial position, enabling it to better carry out its
R&D activities. The new investors of Ribocure AB could bring local resources and networks, which
would support Ribocure AB’s R&D, clinical programs and potential business development in Europe.
For details, see the section headed “Directors, Supervisors and Senior Management” and “Statutory and
General Information — D. Share Incentive Schemes — 3. Ribocure AB Share Incentive Scheme” in
Appendix VII to this prospectus.
(2) Upon establishment, Azemidite was owned as to 75%, 15% and 10% by the Company, YU Zhongsheng,
a key employee of the Group, and Suzhou Hanmei Biotechnology Co., Ltd. (ʮ
̡)( “Suzhou Hanmei ”), an Independent Third Party, respectively. On December 14, 2018 and February
6, 2020, Suzhou Hanmei and YU Zhongsheng transferred all its equity interests in Azemidite to our
Company at a consideration of RMB300,000 and RMB80,000, respectively. Since then, Azemidite
conducted several rounds of capital increase to provide funding for its operations and R&D, and has
introduced Haihe Asymchem Fund as an external investor to help coordinate resources for the
Company’s operations and development in the local area (i.e. Tianjin). On June 29, 2021, Tianjin Haihe
Asymchem Biopharmaceutical Industry Innovation Investment L.P . (ᔼᖹପุ௴อ
ږ(Υྫ)) (“ Haihe Asymchem Fund ”), also being one of our Pre-IPO Investors, entered into
a capital increase agreement with the Company and Azemidite (the “ First Azemidite Capital Increase
Agreement ”), pursuant to which, Haihe Asymchem Fund agreed to invest in Azemidite by subscribing
for an increase of RMB6.5 million registered capital of Azemidite at a total consideration of RMB50
million. On November 3, 2023, our Company entered into a capital increase agreement with Azemidite
and Haihe Asymchem Fund (the “ Second Azemidite Capital Increase Agreement ”), pursuant to which,
our Company agreed to invest in Azemidite by subscribing for an increase of RMB2.6 million registered
capital of Azemidite at a total consideration of RMB20 million. Upon completion of these transfers and
subscriptions, Azemidite was owned as to 70.59% and 29.41% by our Company and Haihe Asymchem
Fund, respectively. Therefore, Haihe Asymchem Fund is a connected person of our Company at the
subsidiary level. For details, see “— Pre-IPO Investments — Information Relating to our Major Pre-IPO
Investors” below.
HISTORY AND CORPORATE STRUCTURE
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Pursuant to the First Azemidite Capital Increase Agreement and the Second Azemidite Capital Increase
Agreement, Haihe Asymchem Fund was granted certain special rights as a shareholder of Azemidite,
including (i) redemption rights, (ii) liquidation preferences rights, (iii) pre-emptive rights; and (iv)
information rights. All such special rights are limited to Azemidite and none of such special rights
enables Haihe Asymchem Fund to obtain any Share of our Company or any share of other subsidiaries
of our Company.
On August 19, 2025, to ensure the stability, motivation and long-term of the core employees of
Azemidite, Tianjin Qingyuanxing Enterprise Management Consulting L.P . (૶๕ጳΆุ၍ଣፔ༔Υ
ྫΆุ(Υྫ)) (“ Qingyuanxing ”), Tianjin Qingyuanbo Enterprise Management Consulting L.P . ( ˂
૶๕௹Άุ၍ଣፔ༔ΥྫΆุ(Υྫ)) (“ Qingyuanbo ”) and Tianjin Qingyuanrun Enterprise
Management Consulting L.P . (૶๕ᆗΆุ၍ଣፔ༔ΥྫΆุ(Υྫ)) (“ Qingyuanrun ”), each
an employee shareholding platform with Dr. LIANG acting as the general partner, entered into a capital
increase agreement with Azemidite, Haihe Asymchem Fund and the Company (the “ Third Azemidite
Capital Increase Agreement ”), pursuant to which, Qingyuanxing, Qingyuanbo and Qingyuanrun
agreed to invest in Azemidite by subscribing for an increase of RMB836,216, RMB597,297 and
RMB358,379 registered capital of Azemidite at a total considerations of RMB2,229,730. Upon
completion of these subscriptions and as of the Latest Practicable Date, Azemidite was owned as to
65.29%, 27.21%, 3.5%, 2.5% and 1.5% by the Company, Haihe Asymchem Fund, Qingyuanxing,
Qingyuanbo and Qingyuanrun, respectively.
Detailed information of the above subsidiaries is also included in note 1 to the
Accountants’ Report as set out in Appendix I to this prospectus.
CORPORATE DEVELOPMENT AND MAJOR SHAREHOLDING CHANGES OF OUR
COMPANY
Establishment and Early Major Shareholding Changes of Our Company
Our Company was established in Suzhou, Jiangsu province, the PRC as a limited liability
company on January 18, 2007 with an initial registered capital of RMB13.33 million under the
name of Suzhou Ribo Life Science Limited (ʮ̡), of which
Dr. LIANG, Kunshan Guoke V enture Capital Co., Ltd. (ʮ̡)
(“Kunshan Guoke ”), Mr. Joseph Wade Collard, Prof. ZHANG Lihe, Mr. JIN Qi, Prof. XI
Zhen, Mr. SUN Qiwei and Mr. LIU Guoping held 38.75%, 30.00%, 7.50%, 5.00%, 5.00%,
5.00%, 5.00% and 3.75%, respectively.
On December 2, 2011, Kunshan Ruikong was established in the PRC as a limited
partnership serving as an intermediary holding platform for holding equity interests of our
Company by several individual investors who had confidence in our Group’s future
development and commercialization. Dr. ZHANG was appointed as the general partner of
Kunshan Ruikong in September 2020 and prior to that, Dr. ZHANG held her partnership
interest and exercised her voting rights in Kunshan Ruikong through her nominee, LIANG
Liping, an associate of Dr. ZHANG. Such nominee shareholding arrangement was terminated
in September 2020. In February 2012, due to Kunshan Guoke’s then willingness to divest its
investment in our Company, the total 30.00% registered capital of our Company held by
Kunshan Guoke was acquired by Kunshan Ruikong at a consideration of RMB11.1 million via
public auction in accordance with then requirements of state-owned assets supervision and
administration for the transactions involving the equity held by Kunshan Guoke, a state-owned
company, which was fully settled on March 23, 2012.
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In April 2013, Mr. SUN Qiwei, Ms. MO Hua, Prof. XI Zhen, Mr. LIU Guoping,
Dr. LIANG, Mr. Joseph Wade Collard, Mr. JIN Qi and Mr. Claes Robert Wahlestedt entered a
series of equity transfer agreements, pursuant to which, (i) Ms. MO Hua, Prof. XI Zhen and Mr.
LIU Guoping agreed to acquire 1.25%, 2.5% and 1.25% registered capital of our Company
from Mr. SUN Qiwei at a consideration of RMB412,000, RMB824,000 and RMB412,000,
respectively, (ii) Ms. MO Hua agreed to acquire 1.75% registered capital of our Company from
Dr. LIANG at a nil consideration, (iii) Mr. Claes Robert Wahlestedt agreed to acquire 3.75%
registered capital of our Company from Mr. Joseph Wade Collard at nil consideration, and (iv)
Ms. MO Hua agreed to acquire 5% registered capital of our Company from Mr. JIN Qi at a
consideration of RMB666,000. The aforementioned considerations were determined after
arm’s length negotiation with reference to the then registered capital of our Company or the
then paid-in capital by the relevant transferors, which were fully settled, where applicable, on
June 18, 2013.
On July 11, 2014, Kunshan Ruiji was established in the PRC as a limited partnership as
a shareholding platform of several our employees and individual investors. On August 8, 2014,
Kunshan Ruiji entered into an equity transfer agreement with Mr. Joseph Wade Collard,
pursuant to which, Kunshan Ruiji agreed to acquire 3.75% registered capital of our Company
from Mr. Joseph Wade Collard at a consideration of RMB1.25 million, which was fully settled
on December 12, 2014. Such consideration was determined after arm’s length negotiation with
reference to the then registered capital of our Company.
After series of equity transfers and capital changes, our registered capital increased to
RMB14.31 million immediately prior to the Series A Financing (as defined below). The
information of our Shareholders immediately prior to the Series A Financing is set forth as
follows:
Name of Shareholder (1) Registered capital
Corresponding
equity interest in
our Company
(RMB) (%)
Dr. LIANG /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,932,725 34.47%
Kunshan Ruikong (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,000,000 27.95%
Ms. MO Hua /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,065,775 7.45%
Prof. XI Zhen /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118999,000 6.98%
Kunshan Ruiman (2) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118981,789 6.86%
Mr. LIU Guoping /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118666,500 4.66%
Prof. ZHANG Lihe /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118666,000 4.65%
Mr. Claes Robert Wahlestedt /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118500,000 3.49%
Kunshan Ruiji /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118500,000 3.49%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,311,789 100%
Notes:
(1) As of the Latest Practicable Date, the general partner of Kunshan Ruikong was Dr. ZHANG. For
background of Kunshan Ruikong, please refer to the paragraph headed “— Our Capitalization” below.
(2) For background of Kunshan Ruiman, please refer to the paragraph headed “— Employee Incentive
Platforms” below.
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Series A Financing
In November 2015, Wise Vigour Limited (“ Wise Vigour ”), Suzhou Jiyuan Y uanxing
Equity Investment L.P . (ᛆҳ༟ΥྫΆุ(Υྫ)) (“ Jiyuan Yuanxing ”),
Ningbo Panlin Qianyuan Equity Investment Partnership (Limited Partnership) (ᇂᎌ̑๕
ᛆҳ༟ΥྫΆุ(Υྫ)) (currently known as Ningbo Panlin Qianyuan V enture Capital
Partnership (Limited Partnership) (ᇂᎌ̑๕௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Panlin
Qianyuan ”) and Tianjin Legend Star V enture Capital Co. Ltd. (ʮ
̡) (currently known as Xizang Xingfan Enterprise Management Co., Ltd. (ωΆุ၍ଣ
ʮ̡)) (“ Legend Star ”) (collectively, the “ Series A First Tranche Investors ”) entered
into a capital increase agreement with our Company and the then Shareholders, pursuant to
which, the Series A First Tranche Investors agreed to invest in our Company by subscribing for
an increase of RMB4,256,898 registered capital at a total consideration of RMB98,998,400
(the “ Series A First Tranche Financing ”). Upon completion of the Series A First Tranche
Financing, our registered capital was increased to RMB18,568,687.
In December 2015, Kunshan Industrial Technology Research Institute of Small Nucleic
Acid Biotechnology Research Institute Co. Ltd. (Ӻ
ப΂ʮ̡)( “ Small Nucleic Acid Research Institute ”, and together with the Series A
First Tranche Investors, the “ Series A Investors ”) entered into a capital increase agreement
with our Company and the then Shareholders, pursuant to which, Small Nucleic Acid Research
Institute agreed to invest in our Company by subscribing for an increase of RMB1,074,991
registered capital at a total consideration of RMB25 million, (the “ Series A Second Tranche
Financing ”, and together with the Series A First Tranche Financing, the “ Series A
Financing ”). Upon completion of the Series A Second Tranche Financing, our registered
capital was increased to RMB19,643,678.
Series B Financing and 2017 Equity Transfer
In February 2017, Future Industry Investment Fund (Limited Partnership) ( ΋ආႡிପุ
ږ(Υྫ)) (“ FIIF ”), Jiaxing Futong Investment L.P . ( ྗጳ၅ஷҳ༟ΥྫΆุ(ࠢ
Υྫ)) (“ Futong Investment ”), China Resources Medical Industry Development (Beijing) Co.
Ltd. (࢝(̏ԯ)ʮ̡) (currently known as China Resources Life Sciences
Industry Development Co. Ltd. (ʮ̡)) (“ CR Life Science ”),
Zhuhai Qidi Rongchuang I Medical Industry Investment L.P . (ፄ௴ɓಂᔼᐕପุҳ༟
ΥྫΆุ(Υྫ)) (“ Qidi Rongchuang I ”), Wise Vigour, Jiyuan Y uanxing and Panlin
Qianyuan (collectively, the “ Series B Investors ”) entered into an equity transfer and capital
increase agreement with our Company and the then Shareholders, pursuant to which, (i) Series
B Investors agreed to invest in our Company by subscribing for an increase of RMB5,836,220
registered capital at a total consideration of RMB246,242,640 (the “ Series B First Tranche
Financing ”); (ii) Futong Investment agreed to acquire RMB562,327 registered capital of our
Company from several then Shareholders at a total consideration of RMB23,725,781.01 (the
“2017 First Equity Transfer ”); and (iii) Kunshan Ruiman agreed to subscribe for
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RMB307,169 registered capital at a consideration of RMB307,169 for the purpose of
implementing our Employee Incentive Scheme. Upon completion of the Series B First Tranche
Financing, our registered capital was increased to RMB25,787,067.
In April 2017, Ionis Pharmaceuticals, Inc. (“ Ionis ” and together with the Series B First
Tranche Investors, the “ Series B Investors ”)) entered into a capital increase agreement with
our Company and the then Shareholders, pursuant to which, (i) Ionis agreed to invest in our
Company by subscribing for an increase of RMB2,544,749 registered capital at a consideration
of RMB107,368,421 (the “ Series B Second Tranche Financing ”, and together with the Series
B First Tranche Financing, the “ Series B Financing ”); and (ii) Kunshan Ruiman further
subscribed for RMB133,935 registered capital at a consideration of RMB133,935 for the
purpose of implementing our Employee Incentive Scheme. For the capital subscriptions and
background of our Employee Incentive Platforms, see “— Employee Incentive Platforms”
below. Upon completion of the aforementioned subscription, our registered capital was
increased to RMB28,465,751.
In September 2017, Ningbo Daxie Y ungong Jiajie Equity Investment Partnership (Limited
Partnership) (ᛆҳ༟ΥྫΆุ(Υྫ)) (“ Daxie Yungong ”) and
Shanghai Chuang Y uan Y uan Investment Management Co. Ltd. (ʮ
̡)( “ Shanghai Chuangyuanyuan ”) entered into an equity transfer agreement with Futong
Investment, pursuant to which Daxie Y ungong and Shanghai Chuangyuanyuan agreed to
acquire RMB267,211 and RMB118,506 registered capital of our Company from Futong
Investment at nil consideration after arm’s length negotiation with reference to the then paid-in
capital by Futong Investment (the “ 2017 Second Equity Transfer ”, together with the 2017
First Equity Transfer, the “ 2017 Equity Transfers ”). Daxie Y ungong and Shanghai
Chuangyuanyuan fully paid their subscribed registered capital at a consideration of
RMB11,274,219 and RMB5,000,000, respectively, on December 28, 2017.
Series C1 Financing
In November 2019, Panlin Qianyuan, Ningbo Panlin Shenghui V enture Capital
Partnership (Limited Partnership) (ᇂᎌସฯ௴ุҳ༟ΥྫΆุ(Υྫ)) (currently
known as Jiaxing Panlin Y uesheng V enture Capital Partnership (Limited Partnership) ( ྗጳᇂ
͛௴ุҳ༟ΥྫΆุ(Υྫ))) (“ Panlin Yuesheng ”), Shanghai Panlong Equity
Investment Fund Partnership (Limited Partnership) (ΥྫΆุ(Υ
ྫ)) (currently known as Shanghai Panlong V enture Capital Partnership (Limited Partnership)
(ɪऎᇂᗬ௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Panlong Investment ”), Trinity Zhongzhi (Tianjin)
V enture Capital Center L.P . ( ɧɓ଺қ(ݵ)௴ุҳ༟ʕː(Υྫ)) (“ Trinity Zhongzhi ”),
Trinity UCSF Limited (“ Trinity UCSF ”), Xinsu Ronghe (Changezhou) Environment
Protection Investment Fund L.P . ( อᘽፄΥ(੬ψ)ږ(Υྫ)) (“ Xinsu
Ronghe ”), Kunshan Shuangyu Investment Enterprise L.P . (ҳ༟Άุ(Υྫ))
(“Shuangyu Investment ”), Shanghai Bluestone Investment Co., Ltd. (ʮ̡)
(“Shanghai Bluestone
”), Shenzhen Blue Ocean No. 1 Fund Management Investment Center
L.P . (၍ଣҳ༟ʕː)( “ Blue Ocean Investment ”), Jiaxing Xiangtian
V enture Capital L.P . (ྗጳ൥͞௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Xiangtian Investment ”), FIIF,
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Wise Vigour, Shanghai Chuangyuanyuan and Daxie Y ungong (collectively, the “ Series C1
Investors ”) entered into a capital increase agreement with our Company and the then
Shareholders, pursuant to which, (i) Series C1 Investors agreed to invest in our Company by
subscribing for an increase of RMB2,765,137 registered capital at a total consideration of
RMB202,956,800 (the “ Series C1 Financing ”); and (ii) Kunshan Ruiman subscribed for
RMB145,210 registered capital at a consideration of RMB145,210 for the purpose of
implementing our Employee Incentive Scheme. Upon completion of the Series C1 Financing,
our registered capital was increased to RMB31,376,098.
2020 Equity Transfer and Series C2 Financing
In March 2020, Jiaxing Co-way Yintian V enture Capital L.P . ( ྗጳ଺ිვ͞௴ุҳ༟Υ
ྫΆุ(Υྫ)) (“ Co-way Yintian ”) entered an equity transfer agreement with Kunshan
Ruikong, pursuant to which Co-way Yintian agreed to acquire RMB185,932 registered capital
of our Company from Kunshan Ruikong at a consideration of RMB16,000,000 (the “ 2020
Equity Transfer ”).
In March 2020, Shenzhen Yilong V enture Capital L.P . ( ଉέᑈᎲ௴ุҳ༟ΥྫΆุ(ࠢ
Υྫ)) (“ Shenzhen Yilong ”), Zhuhai Gaoling Qiheng Equity Investment L.P . (ٰ
ᛆҳ༟ΥྫΆุ(Υྫ)) (currently known as Zhuhai Qiheng Equity Investment L.P . ( मऎ
〾㛬ҳ༟ΥྫΆุ(Υྫ)) (“ Zhuhai Qiheng ”), CICC Qide (Xiamen) Innovation
Biomedical Equity Investment Fund Partnership (Limited Partnership) (઼ᅃ(ژ)௴อ͛
ΥྫΆุ(Υྫ)) (currently known as CICC Qide (Xiamen)
Innovation Biomedical V enture Capital Partnership (Limited Partnership) (઼ᅃ(ژ)௴อ
ᔼᖹ௴ุҳ༟ΥྫΆุ(Υྫ))) (“ CICC Biomedical Fund ”), Shanghai Y angtze
River Delta Industrial Upgrading Equity Investment L.P . (ᛆҳ༟Υྫ
Άุ(Υྫ)) (“ YRD Investment ”), Ningbo Meishan Bonded Port District Qirui Equity
Investment L.P . (ᛆҳ༟ʕː(Υྫ)) (“ Ningbo Qirui ”), Langma
Seventeen (Shenzhen) V enture Capital Center L.P . (ီɤɖ໮(ଉέ)௴ุҳ༟ʕː(Υ
ྫ)) (“ Langma Seventeen ”), Langma Twenty (Shenzhen) V enture Capital Center L.P . (ီɚ
ɤ໮(ଉέ)௴ุҳ༟ʕː(Υྫ)) (“ Langma Twenty ”), Zhuhai Hongtao Y ouxuan Equity
Investment Partnership (LP) (ᛆҳ༟ΥྫΆุ(Υྫ)) (“ Hongtao
Y ouxuan”), Co-way Yintian, Shanghai Zhulu Enterprise Management Consultation Center L.P .
(ɪऎጘ௔Άุ၍ଣፔ༔ʕː(Υྫ)) (“ Zhulu Consultation ”) (collectively, the “ Series C2
Investors ”) entered into a capital increase agreement with our Company and the then
Shareholders, pursuant to which, Series C2 Investors agreed to invest in our Company by
subscribing for an increase of RMB5,275,384 registered capital at a total consideration of
RMB454,000,000. Upon completion of the Series C2 Financing, our registered capital was
increased to RMB36,651,932.
For further details of the foregoing major financings and equity transfer, see “— Pre-IPO
Investments” below.
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Conversion into a Joint Stock Company and Subsequent Major Financings
Conversion into a Joint Stock Company
On July 15, 2020, the then existing Shareholders entered into a promoters’ agreement,
approving, amongst other matters, the conversion of our Company from a limited liability
company into a joint stock company. On July 16, 2020, our Company convened the first general
meeting, and passed related resolutions approving the conversion into a joint stock company.
On August 14, 2020, we were converted into a joint stock company with limited liabilities with
110,791,038 Shares in a nominal value of RMB1.00 each and the company name changed to
“Suzhou Ribo Life Science Co., Ltd. (ʮ̡).” For the details of our
promoters, see “Statutory and General Information — E. Other Information — 8. Promoters”
in Appendix VII to this prospectus.
Along with the development and expansion of the business of our Group, we further
completed several capital increases and Share transfers before the Track Record Period, major
events of which are set out as below.
Series C+ Financing
In September 2020, Wise Vigour, Qingdao Panlin Hongyu V enture Capital Partnership
(Limited Partnership) (ᇂᎌᒿ༃௴ุҳ༟Άุ(Υྫ)) (“ Panlin Hongyu ”), FIIF,
Futong Investment, Daxie Y ungong, Zhuhai Rongqian Equity Investment L.P . (ᛆ
ΥྫΆุ(Υྫ)) (“ Zhuhai Rongqian ”, together with Qidi Rongchuang, the
“Qirong Venture ”), Tianjin Haihe Asymchem Biopharmaceutical Industry Innovation
Investment L.P . (ږ(Υྫ)) (“ Haihe Asymchem
Fund ”), Shuangyu Investment, Shanghai Bluestone, Blue Ocean Investment, Xiangtian
Investment, Shenzhen Yilong, Zhuhai Qiheng, YRD Investment, Langma Thirty-Two
(Shenzhen) V enture Capital Center L.P . (ီɧɤɚ໮(ଉέ)௴ุҳ༟ʕː(Υྫ))
(“Langma Thirty-Two ”), Shenzhen Hongtao Jiaxin Equity Investment L.P (ٰڦ
ᛆҳ༟ΥྫΆุ(Υྫ)) (“ Hongtao Jiaxin ”, together with Hongtao Y ouxuan, the
“Hongtao Capital ”), Zhulu Consultation, Kunshan Hi-tech V enture Investment Co., Ltd. (׺
ʮ̡)( “ Kunshan Hi-tech Venture ”) and Kunshan Guoke (collectively,
the “ Series C+ Investors ”) entered into a capital increase agreement with our Company and
Dr. LIANG, Prof. XI Zhen, Prof. ZHANG Lihe, Kunshan Ruikong, Kunshan Ruiji and Kunshan
Ruiman (the “ Founding Shareholders ”), pursuant to which, the Series C+ Investors agreed to
invest in our Company by subscribing for 8,393,261 Shares at a total consideration of
RMB250,000,000 (the “ Series C+ Financing ”). Upon completion of the Series C+ Financing,
our registered capital was increased to RMB119,184,299.
Series D Financing
In September 2020, Shanghai Zehong Biotechnology Co. Ltd. (ʮ
̡)( “Shanghai Zehong ”), Kunshan Gongyan V enture Investment Co. Ltd. (௴ุҳ
ʮ̡)( “Kunshan Gongyan ”) and Kunshan Hi-tech V enture (collectively, the “ Series D
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Investors ”) entered into a capital increase agreement with our Company and the Founding
Shareholders, pursuant to which, the Series D Investors agreed to invest in our Company by
subscribing for 2,040,615 Shares at a total consideration of RMB60,781,352 (the “ Series D
Financing ”). Upon completion of the Series D Financing, our registered capital was increased
to RMB121,224,914.
2020 Share Transfer
In November 2020, Rixir Therapeutics, Limited (“ Rixir ”) entered a share transfer
agreement with Shanghai Zehong, pursuant to which Rixir agreed to acquire 816,246 Shares
of our Company from Shanghai Zehong at a consideration of RMB24,312,541 (the “ 2020
Share Transfer ”).
Series E1 Financing
In May 2022, Haihe Asymchem Fund, Jiaxing Panlin Guangci V enture Capital Partnership
(Limited Partnership) ( ྗጳᇂᎌᄿฉ௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Panlin Guangci ”), Wise
Vigour, Hangzhou Panlin Xukang V enture Capital Partnership (Limited Partnership) (ψᇂᎌ
ϛੰ௴ุҳ༟ΥྫΆุ(Υྫ)( “ Panlin Xukang ”), Trinity Zhongzhi II (Tianjin) V enture
Capital Center L.P . ( ɧɓ଺қɚಂ(ݵ)௴ุҳ༟ʕː(Υྫ)) (“ Trinity Zhongzhi II ”),
TIF Biomedical Fund II VCC (“ TIF”), Ms. CHEN Chi Nga ( ௓ʘඩ), Mr. William WONG ( ˮ
ጳ਷) and Tianjin Chouqin Tiancheng V enture Investment L.P . (ཇා˂ϓ௴ุҳ༟ΥྫΆ
ุ)( “ Chouqin Tiancheng ”) (collectively, the “ Series E1 Investors ”) entered into a share
subscription agreement with our Company and the Founding Shareholders, pursuant to which,
(i) Series E1 Investors agreed to invest in our Company by subscribing for 6,981,709 Shares
at a total consideration of RMB247,650,000 and (ii) Dr. LIANG agreed to subscribe for
179,018 Shares at a consideration of RMB6,350,000 (the “ Series E1 Financing ”). Upon
completion of the Series E1 Financing, our registered capital was increased to
RMB128,385,641. The consideration of Series E1 Financing was fully settled on September 21,
2022.
Changes in Shareholding Structure of our Company during the Track Record Period and
up to the Latest Practicable Date
During the Track Record Period, a summary of changes in shareholding structure of our
Company is set out below:
2024 Share Transfers
In June 2024, Ningbo Boyuan Huizhi Enterprise Management Partnership (Limited
Partnership) (௹Ⴣි౽Άุ၍ଣΥྫΆุ(Υྫ)) (“ Boyuan Huizhi ”) entered into a
share transfer agreement with Langma Seventeen, pursuant to which Boyuan Huizhi agreed to
acquire 522,936 Shares of our Company from Langma Seventeen at a consideration of
RMB15,350,000 (the “ 2024 First Share Transfer ”). The consideration of the 2024 First Share
Transfer was settled on June 17, 2024.
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In September 2024, Boyuan Huizhi entered into a share transfer agreement with Langma
Twenty, pursuant to which Boyuan Huizhi agreed to acquire 325,363 Shares of our Company
from Langma Twenty at a consideration of RMB10,650,000 (the “ 2024 Second Share
Transfer ”). The consideration of the 2024 Second Share Transfer was settled on September 25,
2024.
On September 26, 2024, Wenzhou Chouqin Borui V enture Investment L.P . ( ๝ψཇා௹
๿௴ุҳ༟ΥྫΆุ)( “ Wenzhou Chouqin ”) entered into a share transfer agreement with
Jiyuan Y uanxing, Zhuhai Qiheng, Ningbo Qirui and Qidi Rongchuang I, pursuant to which,
Wenzhou Chouqin agreed to acquire 105,286, 117,749, 62,240 and 24,053 Shares of our
Company from Jiyuan Y uanxing, Zhuhai Qiheng, Ningbo Qirui and Qidi Rongchuang I at a
consideration of RMB3,149,094, RMB3,521,861, RMB1,861,592 and RMB719,423
respectively (the “ 2024 Third Share Transfer ”). The consideration of the 2024 Third Share
Transfer was settled on October 18, 2024.
On the same date, Panlin Xukang entered into a share transfer agreement with Shanghai
Chuangyuanyuan, Legend Star, Shanghai Bluestone and Qidi Rongchuang I, pursuant to which,
Panlin Xukang acquired 12,358, 25,414, 12,400 and 15,642 Shares of our Company from
Shanghai Chuangyuanyuan, Legend Star, Shanghai Bluestone and Qidi Rongchuang I at
consideration of RMB369,626, RMB760,130, RMB370,883 and RMB467,851, respectively
(the “ 2024 Fourth Share Transfer ”, together with the 2024 First Share Transfer, the 2024
Second Share Transfer and the 2024 Third Share Transfer, the “ 2024 Share Transfers ”). The
consideration of the 2024 Fourth Share Transfer was settled on October 25, 2024.
Series E2 Financing
In August 2024, Shanghai Mingxin Equity Investment L.P . (ᛆҳ༟ΥྫΆุ
Υྫ)( “ Shanghai Mingxin ”) and Wenzhou Chouqin and Panlin Xukang entered into
a share subscription agreement with our Company and the Founding Shareholders which was
amended in January 2025 with Y antai Muxin Biopharmaceutical Health Industry
Development Partnership (Limited Partnership) (ΥྫΆุ(Ϟ
Υྫ)) (“ Muxin Health ”) (the investment vehicle designated by Shanghai Mingxin) and
Shenzhen Xinchuang Medical Private Equity Investment Fund Partnership (Limited
Partnership) (ΥྫΆุ(Υྫ)) (“ Shenzhen Xinchuang ”,
together with Muxin Health, Wenzhou Chouqin and Panlin Xukang (the “ Series E2
Investors ”)) as new joining parties, pursuant to which, Series E2 Investors agreed to invest in
our Company by subscribing for 1,759,404 Shares at a total consideration of RMB65,779,540
(the “ Series E2 Financing ”). Upon completion of the Series E2 Financing, our registered
capital was increased to RMB130,145,045. The consideration of Series E2 Financing was fully
settled on January 26, 2025.
HISTORY AND CORPORATE STRUCTURE
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--- page 237 ---
Details of Series E2 Financing are set out below:
Name of Shareholders Shares subscribed Consideration
(RMB)
Shenzhen Xinchuang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118401,205 15,000,000
Muxin Health /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118133,735 5,000,000
Wenzhou Chouqin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,009,645 37,748,030
Panlin Xukang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118214,819 8,031,510
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,759,404 65,779,540
2025 Share Transfers
In February 2025, Muxin Health entered into a share transfer agreement with Shenzhen
Yilong and Shanghai Bluestone, pursuant to which, Muxin Health agreed to acquire 145,270
and 21,899 Shares of our Company from Shenzhen Yilong and Shanghai Bluestone at a
consideration of RMB4,345,000 and RMB655,000, respectively (the “ 2025 First Share
Transfer ”). The consideration of 2025 First Share Transfer was settled on February 10, 2025.
On June 17, 2025, Worldstar Global Holdings Limited (“ Worldstar Global ”) entered into
a share transfer agreement with Wise Vigour, pursuant to which, Worldstar Global agreed to
acquire 501,506 Shares of our Company from Wise Vigour at a consideration of
US$2,090,708.89 (equivalent to RMB15,000,000) (the “ 2025 Second Share Transfer ”). The
consideration of the 2025 Second Share Transfer was settled on June 27, 2025.
On June 25, 2025, Jinan Mingxin Industrial Investment Fund Partnership (Limited
Partnership) (ΥྫΆุ(Υྫ)) (“ Jinan Mingxin ”) entered into (i)
a share transfer agreement with Shenzhen Yilong, pursuant to which, Jinan Mingxin agreed to
acquire 255,075 Shares of our Company from Shenzhen Yilong at a consideration of
RMB7,629,279 (the “ 2025 Third Share Transfer ”); and (ii) a share transfer agreement with
Shanghai Bluestone, pursuant to which, Jinan Mingxin agreed to acquire 38,457 Shares of our
Company from Shanghai Bluestone at a consideration of RMB1,150,242 (the “ 2025 Fourth
Share Transfer ”) and the consideration of each of the 2025 Third Share Transfer and the 2025
Fourth Share Transfer was settled on the same date.
On June 30, 2025, Wuxi Xingxi V enture Capital Partnership (Limited Partnership) ( ೌ፼
፼௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Wuxi Xingxi ”) entered into a share transfer agreement
with Legend Star, pursuant to which, Wuxi Xingxi agreed to acquire 867,471 Shares of our
Company from Legend Star (the “ 2025 Fifth Share Transfer ”, together with the 2025 First
Share Transfer, the 2025 Second Share Transfer, the 2025 Third Share Transfer, and the 2025
Fourth Share Transfer, the “ 2025 Share Transfers ”) at a consideration of approximately
RMB20 million and the consideration of the 2025 Fifth Share Transfer was settled on the same
date. For the relationship between Wuxi Xingxi and Legend Star, please refer to “Information
Relating to Our Major Pre-IPO Investors” below for details.
HISTORY AND CORPORATE STRUCTURE
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--- page 238 ---
Series E3 Financing
In June 2025, Jinan Mingxin, Langma Ninety-Five (Shenzhen) Private Equity V enture
Investment Fund Partnership (Limited Partnership) (ီɘɤʞ໮(ଉέ)Υ
ྫΆุ(Υྫ)) (“ Langma Ninety-Five ”), Langma Ninety-Six (Shenzhen) Private Equity
V enture Investment Fund Partnership (Limited Partnership) (ီɘɤʬ໮(ଉέ)ӷ෍௴ุҳ
ΥྫΆุ(Υྫ)) (“ Langma Ninety-Six ” together with Langma Thirty-Two,
Langma Twenty and Langma Ninety-Five, the “ Langma Capital ”), MI Zhongye ( ᥙ΀ุ),
Kunshan Hi-tech V enture, Kunshan Guoke and LI Xiaofeng (ࢤcollectively, the “ Series
E3 Investors ”) entered into share subscription agreements with our Company and Founding
Shareholders, pursuant to which, Series E3 Investors agreed to invest in our Company by
subscribing for 4,058,065 Shares at a total consideration of RMB151,720,479 (the “ Series E3
Financing ”). Upon completion of the Series E3 Financing, our registered capital was increased
to RMB134,203,110. The consideration of Series E3 Financing was fully settled on June 30,
2025.
Details of Series E3 Financing are set out below:
Name of Shareholders Shares subscribed Consideration
(RMB)
Jinan Mingxin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,570,595 58,720,479
Langma Ninety-Five /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118561,687 21,000,000
Langma Ninety-Six /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118240,723 9,000,000
MI Zhongye /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111880,241 3,000,000
Kunshan Hi-tech V enture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118802,409 30,000,000
Kunshan Guoke /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118534,940 20,000,000
LI Xiaofeng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118267,470 10,000,000
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,058,065 151,720,479
For the shareholding structure of our Company following completion of the
aforementioned financings and Share transfers, see “— Our Capitalization” below.
HISTORY AND CORPORATE STRUCTURE
– 228 –


--- page 239 ---
Employee Incentive Platforms
In recognition of the contributions of our employees and to incentivize them to further
promote our development, each of Kunshan Ruiman, Kunshan Ruijing, Kunshan Ruixing,
Kunshan Ruixiang, Kunshan Ruilang and Kunshan Ruizhuo was established in the PRC as our
Employee Incentive Platform. As of the Latest Practicable Date, the simplified shareholding
structure of the Employee Incentive Platforms is as follows:
Dr. LIANG
Kunshan Ruizhuo
General
Partner
General
Partner
General
Partner
General
Partner
Kunshan Ruijing Kunshan Ruixiang Kunshan Ruixing Kunshan Ruilang YU Zhongsheng
Kunshan Ruiman
Our Company
13.39% 2.02% 5.18% 0.37%
43.8% 36.38% 12.54% 5.79% 1.49%
4.13%
Kunshan Ruiman was established in the PRC as a limited partnership on September 22,
2015. Kunshan Ruixing, the general partner of Kunshan Ruiman, holding 12.54% partnership
interest therein, is responsible for its overall management and is entitled to exercise the voting
rights attaching to the Shares held by Kunshan Ruiman. As of the Latest Practicable Date,
Kunshan Ruiman had four limited partners, including Kunshan Ruijing, Kunshan Ruixiang,
Kunshan Ruilang and YU Zhongsheng, an employee of our Group and an Independent Third
Party.
Kunshan Ruixing was established in the PRC as a limited partnership on May 20, 2020.
Dr. LIANG is the general partner of Kunshan Ruixing, who holds 5.18% partnership interest
therein, responsible for its overall management. Therefore, Dr. LIANG is indirectly entitled to
exercise the voting rights attaching to the Shares held by Kunshan Ruiman. As of the Latest
Practicable Date, Kunshan Ruixing had four limited partners, including Dr. GAN Liming, our
executive Director, co-chief executive officer, global R&D president and chief medical officer,
Dr. TONG Cheng, our executive vice president and other two employees of our Group, being
Independent Third Parties and save as YU Hong, an employee of our Group holding 34.86%
partnership interest in Kunshan Ruixing, no other limited partners held more than 30%
partnership interest therein.
HISTORY AND CORPORATE STRUCTURE
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--- page 240 ---
Kunshan Ruijing was established in the PRC as a limited partnership on May 20, 2020.
Dr. GAO Shan, our senior vice president and chief scientific officer, is the general partner of
Kunshan Ruijing, who holds 11.58% partnership interest therein, responsible for its overall
management. As of the Latest Practicable Date, Kunshan Ruijing had 26 limited partners,
including Kunshan Ruizhuo, and other 25 current or former employees of our Group, being
Independent Third Parties and no limited partners held more than 30% partnership interest in
Kunshan Ruijing.
Kunshan Ruixiang was established in the PRC as a limited partnership on May 20, 2020.
Mr. W ANG Fengtong, a key employee of our Group, is the general partner of Kunshan
Ruixiang, who holds 14.74% partnership interest therein, responsible for its overall
management. As of the Latest Practicable Date, Kunshan Ruixiang had 22 limited partners,
including Kunshan Ruizhuo, Dr. GAO Shan and other 20 current or former employees of our
Group, being Independent Third Parties and no limited partners held more than 30%
partnership interest in Kunshan Ruixiang.
Kunshan Ruilang was established in the PRC as a limited partnership on May 20, 2020.
Dr. LIANG is the general partner of Kunshan Ruilang who holds 0.37% partnership interest
therein, responsible for its overall management. As of the Latest Practicable Date, Kunshan
Ruilang had eight limited partners, including Dr. GAO Shan, Dr. ZHANG, Dr. TONG Cheng
and other four current or former employees and one former consultant of our Group and save
as Dr. TONG Cheng holding 36.15% partnership interest in Kunshan Ruilang, no other limited
partners held more than 30% partnership interest therein.
Kunshan Ruizhuo was established in the PRC as a limited partnership on February 23,
2023, which is held by Dr. LIANG, its general partner and Dr. GAN Liming, its sole limited
partner, as to 8.61% and 91.39%, respectively. Dr. LIANG is responsible for its overall
management.
Certain participants such as Dr. LIANG, Dr. GAN Liming, Dr. GAO Shan and Dr. TONG
Cheng hold incentive interests across several Employee Incentive Platforms, which is primarily
due to: (i) historically, there were occasional cases where incentive employees left the
Company for personal reasons, and certain of their granted incentive partnership interests were
transferred to other eligible participants. Such transferred interests may have originated from
different Employee Incentive Platforms, resulting in certain participants holding interests in
multiple Employee Incentive Platforms; and (ii) in the course of the Company’s development,
certain long-serving employees have consistently made significant contributions. Holding
incentives across different Employee Incentive Platforms reflects the Company’s recognition
of their contributions at various stages. For details of the overlapping participants among
Kunshan Ruijing, Kunshan Ruixiang and Kunshan Ruilang, please refer to “Statutory and
General Information — D. Share Incentive Schemes — Details of the Incentive Awards Grant
Under the Employee Incentive Scheme” in Appendix VII to this prospectus.
HISTORY AND CORPORATE STRUCTURE
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--- page 241 ---
In order to implement or expand the pool of the Employee Incentive Scheme, Kunshan
Ruiman subscribed for RMB981,789, RMB307,169, RMB133,935, RMB145,210 and
RMB278,414 registered capital of our Company on August 30, 2015, February 24, 2017, April
18, 2017, November 8, 2019 and May 13, 2020, respectively.
For further details about our Employee Incentive Scheme, see the section headed
“Statutory and General Information — D. Share Incentive Schemes” in Appendix VII to this
prospectus.
ACTING-IN-CONCERT
Over the course of our business history, Dr. LIANG, Dr. ZHANG, Ms. MO Hua (an early
shareholder of the Company without any managerial or executive position in the Group), Prof.
XI Zhen, Prof. ZHANG Lihe (a founding shareholder of the Company without any managerial
or executive position in the Group), Kunshan Ruiman, Kunshan Ruiji, Kunshan Ruikong and
Kunshan Ruixing (collectively, “ Concert Parties ”) have been acting in concert with each other
in respect of the management and operation of our Group. On March 8, 2017, Dr. LIANG, Ms.
MO Hua, Prof. XI Zhen, Prof. ZHANG Lihe, Kunshan Ruiman, Kunshan Ruiji and Kunshan
Ruikong entered into an acting-in-concert undertaking which was further amended by a
supplemental agreement entered into by the Concert Parties other than Kunshan Ruixing on
October 1, 2020 to formally record the acting-in-concert arrangements (the “Concert Party
Arrangement ”). Even though Kunshan Ruixing did not enter into any acting-in-concert
undertaking or agreement with the other Concert Parties, it shall be deemed to be a Concert
Party under the Concert Party Arrangement, as Kunshan Ruixing was the general partner of
Kunshan Ruiman and Dr. Liang was the general partner of Kunshan Ruixing. Pursuant to the
Concert Party Arrangement, the Concert Parties had agreed that: (i) they (including the
Directors nominated by Concert Parties, if any) shall act in concert by way of reaching
consensus on proposals requiring consideration and approval by the general meetings and
Board meetings of the Company; (ii) they shall vote in concurrence with Dr. LIANG on the
proposals and voting on matters related to the nomination of Directors and other matters
subject to the consideration and approval by the general meetings and Board meetings and
Board committees meetings (if any) of the Company; (iii) they shall consult with Dr. LIANG
and reach consensus with each other before proposing, reviewing, discussing and voting on the
general meetings and Board meetings of the Company; and (iv) in the event that consensus
cannot be reached, Dr. LIANG’s view shall prevail and the remaining Concert Parties shall
reflect Dr. LIANG’s view in their decisions in such meetings accordingly. The Concert Party
Arrangement will continue until the third anniversary from the Listing Date, subject to further
extension.
HISTORY AND CORPORATE STRUCTURE
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--- page 242 ---
PRE-IPO SHARE OPTION SCHEME
For the purpose of motivating our management team and key employees, while attracting
and integrating talent, enhancing our technological R&D capabilities, and ensuring the
realization of our development strategy and operational goals, we have adopted the Pre-IPO
Share Option Scheme on December 10, 2024.
The total number of options granted under the Pre-IPO Share Option Scheme is 2,113,987
options (representing the right to subscribe for 2,113,987 Shares), accounting for
approximately 1.58% and 1.31% of the Company’s total issued share capital immediately prior
to completion of the Global Offering and immediately following the completion of the Global
Offering (assuming that no options granted under the Pre-IPO Share Option Scheme are
exercised and the Offer Size Adjustment Option and the Over-allotment Option are not
exercised), respectively.
On February 8, 2025, we have granted all the 2,113,987 options under the Pre-IPO Share
Option Scheme to an aggregate of 25 grantees, including two Directors, three senior
management members (other than Directors), 19 key employees and one consultant of our
Group. No further options will be granted upon the Listing. Assuming full vesting and exercise
of all outstanding options granted under the Pre-IPO Share Option Scheme, the shareholding
of our Shareholders immediately following the completion of the Global Offering (assuming
that all options granted under the Pre-IPO Share Option Scheme are exercised and the Offer
Size Adjustment Option and the Over-allotment Option are not exercised), will be diluted by
approximately 1.29%.
For the details of the Pre-IPO Share Option Scheme, see “Appendix VII — Statutory and
General Information — D. Share Incentive Schemes — 2. Pre-IPO Share Option Scheme”.
PRC LEGAL ADVISORS’ CONFIRMATION
As advised by our PRC Legal Advisors, our Company and its subsidiaries have made all
necessary filings and have complied with applicable PRC laws and regulations in relation to
the changes of shareholdings as set out above.
HISTORY AND CORPORATE STRUCTURE
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--- page 243 ---
PRE-IPO INVESTMENTS
The following table summarizes the key terms of the Pre-IPO Investments of our Company:
Series A
Financing
Series B
Financing
2017 Equity
Transfers
Series C1
Financing
Series C2
Financing
2020
Equity
Transfer
Series C+
Financing
Series D
Financing
2020
Share
Transfer
Series E1
Financing
2024 Share
Transfers
Series E2
Financing
2025 Share
Transfers
Series E3
Financing
Date of agreement
(equity/Share
subscription) /H1118/H1118/H1118
November 16,
2015 for Series
A First Tranche
Financing/
December 10,
2015 for Series
A Second
Tranche
Financing
February 24,
2017 for Series
B First Tranche
Financing/
April 18, 2017
for Series B
Second
Tranche
Financing
N/A November 8,
2019
March 18,
2020
N/A September
18, 2020
September
25, 2020
N/A May 10, 2022 N/A August 30, 2024,
December 24,
2024 and
January 26,
2025
N/A June 25, 2025
and June 30,
2025
Date of agreement(s)
(equity/Share
transfer) /H1118/H1118/H1118/H1118/H1118
N/A N/A February 24,
2017 for 2017
First Equity
Transfer/
September 11,
2017 for 2017
Second Equity
Transfer
N/A N/A March 18,
2020
N/A N/A November
18, 2020
N/A June 13, 2024,
September 13,
2024 and
September 26,
2024
N/A February 10,
2025, June 17,
2025, June 25,
2025 and
June 30, 2025
N/A
Date of payment of
full consideration /H1118
September 20,
2016
February 6,
2018
December 28,
2017
January 3,
2020
April 3, 2020 April 14,
2020
September
28, 2020
September
28, 2020
December
8, 2020
September 21,
2022
October 25, 2024 January 26, 2025 June 30, 2025 June 30, 2025
Approximate cost per
Share
(1) /H1118/H1118/H1118/H1118/H1118
RMB7.75 (4) RMB14.06 (5) RMB14.06 RMB24.47 (6) RMB28.68 (7) RMB28.68 RMB29.79 (8) RMB29.79 (8) RMB29.79 RMB35.47 (9) RMB29.35 ~
RMB32.73 (10)
RMB37.39 (11) RMB23.06 or
RMB29.91 (12)
RMB37.39 (13)
Amount of registered
capital subscribed/
acquired /H1118/H1118/H1118/H1118/H1118
RMB5,331,889 RMB8,380,969 RMB948,044 RMB2,765,137 RMB5,275,384 RMB185,932 N/A N/A N/A N/A N/A N/A N/A N/A
Amount of Shares
subscribed/
acquired /H1118/H1118/H1118/H1118/H1118
N/A N/A N/A N/A N/A N/A 8,393,261 2,040,615 816,246 7,160,727 1,222,441 1,759,404 1,829,678 4,058,065
HISTORY AND CORPORATE STRUCTURE
– 233 –


--- page 244 ---
Series A
Financing
Series B
Financing
2017 Equity
Transfers
Series C1
Financing
Series C2
Financing
2020
Equity
Transfer
Series C+
Financing
Series D
Financing
2020
Share
Transfer
Series E1
Financing
2024 Share
Transfers
Series E2
Financing
2025 Share
Transfers
Series E3
Financing
Approximate amount
of consideration
paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118
RMB124 million RMB353.6
million
RMB40.0
million
RMB203.0
million
RMB454.0
million
RMB16
million
RMB250.0
million
RMB60.78
million
RMB24.31
million
RMB254.00
million
RMB37.22
million
RMB65.78
million
RMB48.78
million
RMB151.72
million
Discount to the Offer
Price
(1)(2)
/H1118/H1118/H1118/H1118
85.26% 73.25% 73.25% 53.45% 45.45% 45.45% 43.33% 43.33% 43.33% 32.52% 37.73% ~ 44.16% 28.87% 43.10% or
56.13%
28.87%
Approximate post-
money valuation of
our Company
(3) /H1118/H1118
RMB456.83
million
RMB1.14
billion
– RMB2.30
billion
RMB3.15
billion
– RMB3.55
billion
RMB3.61
billion
– RMB4.55
billion
– RMB4.87
billion
– RMB5.02 billion
Use of Proceeds /H1118/H1118We utilized the proceeds to (i) finance our R&D activities and (ii) fund our daily
operations. As of the Latest Practicable Date, we had utilized 95.90% of the proceeds
from our Pre-IPO Investments.
Strategic benefits /H1118/H1118At the time of the Pre-IPO Investments, our Directors were of the view that (i) our
Company would benefit from the additional capital provided by the Pre-IPO Investors
and their knowledge and experience; and (ii) the Pre-IPO Investments demonstrated the
Pre-IPO Investors’ confidence in the operation and development of our Group.
Leveraging the resources provided by the Pre-IPO Investors, we are able to bring in new
business opportunities.
Special rights of the
Pre-IPO Investors /H1118
All special rights of granted to the Pre-IPO Investors including redemption rights were
terminated prior to the Track Record Period and there are no reinstatement clauses or
mechanisms that would allow such special rights to be restored upon the termination.
Lock-up period /H1118/H1118/H1118Pursuant to the applicable PRC law, within the 12 months following the Listing Date,
Shares issued by our Company prior to the Global Offering (including those held by the
Pre-IPO Investors at the time of the Global Offering) are restricted from trading.
HISTORY AND CORPORATE STRUCTURE
– 234 –


--- page 245 ---
Notes:
(1) Adjusted when applicable to reflect the conversion into a joint stock company of our Company.
On July 15, 2020, our Company converted from a limited liability company with registered capital of RMB36,930,346 into a joint stock company with 110, 791,038 Shares.
(2) The discount to the Offer Price is calculated based on the foreign exchange rate as of the Latest Practicable Date and the assumption that the Offer P rice is HK$57.97 per H Share.
(3) Post-money valuation is calculated on the basis of (a) cost per Share; and (b) the total number of Shares of our Company upon completion of the releva nt round of the Pre-IPO
Investment. The valuation of our Company was determined based on, among other things, arm’s length negotiations between the relevant parties primar ily taking into
consideration the status and continuous development of our business and the progress in the R&D of our pipelines.
(4) The cost per share and valuation of our Company at the time of Series A Financing was reference with, among other things, arm’s length negotiations b etween the relevant parties
primarily taking into consideration of then R&D progress of the pipelines of the Company.
(5) The cost per share and valuation of our Company increased during the period between the Series A Financing and the Series B Financing is primarily du e to the progress of
our product candidates in clinical study and the development of our GalNAc delivery platform.
(6) The cost per share and valuation of our Company increased during the period between the Series B Financing and the Series C1 Financing is primarily d ue to the clinical study
progress of RBD4988, and the preclinical research progress of RBD1016.
(7) The cost per share and valuation of our Company increased during the period between the Series C1 Financing and the Series C2 Financing is primarily due to the progress
of IND-enabling study of RBD1016 and the progress in preclinical research of RBD4059, RBD5044 and RBD7022.
(8) The cost per share and valuation of our Company increased during the period between the Series C2 Financing and the Series C+ Financing is primarily due to the progress
of the Company’s research pipeline. The purchase price of registered capital from the Series C+ Financing to the Series D Financing remained unchange d as the three rounds
were conducted within a short interval, during which period the Company did not achieve material advancements in its pipeline.
(9) The cost per share and valuation of our Company increased during the period between the Series D Financing and the Series E1 Financing is primarily d ue to achievements
in progress of RBD5044, RBD1016 and RBD7022, and GalNAc platform development.
(10) The cost per share of our Company at each time of the Share transfers was lower than that of the Series E1 Financing as the costs per Share were arrived after negotiation between
the relevant transferors and transferees and the underlying Shares were acquired or subscribed by the transferors in previous rounds of Pre-IPO Inve stments with relatively lower
costs.
(11) The cost per share and valuation of our Company increased during the period between the Series E1 Financing and the Series E2 Financing is primaril y due to progress in
RBD4059, RBD5044 and RBD7022, and achievements in globalization strategy and cooperation deals with Boehringer Ingelheim and Qilu Pharmaceutical .
(12) The cost per share of our Company at each time of the Share transfer was lower than that of the Series E1 Financing as the cost per Share was arrived aft er negotiation between
the relevant transferors and transferee and the underlying Shares were acquired or subscribed by the transferors in previous rounds of Pre-IPO Inves tments with relatively lower
costs.
(13) The cost per Share between the Series E2 and the Series E3 remained unchanged as the two rounds were conducted within a short interval, during which period the Company
did not achieve material advancements in its pipeline.
(14) The valuation of our Company upon the Listing increased from the Series E3 Financing primarily due to the research and development progress we mad e in our product
candidates, alongside achieving key business milestones and the increasing industry recognition of the targets under the Company’s R&D process sub sequent to the Series E3
Financing, including, among others, (i) the clinical performance of RBD4059, RBD5044 and RBD7022, among others; (ii) the recognition of RBD1016 as O rphan Drug
Designation by the EMA for the treatment of HDV infection; (iii) an uplift in the valuation of RBD4059 and RBD5044, driven by increased industry recogn ition of the FXI
and APOC3 targets.
HISTORY AND CORPORATE STRUCTURE
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Information Relating to Our Major Pre-IPO Investors
Set out below are details of our major Pre-IPO Investors who held more than 1.0% of the
total issued share capital of our Company or were not Independent Third Parties as of the Latest
Practicable Date.
To the best of our Company’s knowledge, information and belief and having made all
reasonable enquiries, save for Trinity (as defined below), Panlin (as defined below) and
Shanghai Chuangyuanyuan, all the other Pre-IPO Investors are Independent Third Parties.
Pre-IPO Investors Backgrounds
FIIF /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118FIIF is a limited partnership established in the PRC. The general
partner of FIIF is SDICFUND Management Co., Ltd. ( ਷ҳ௴อ
ʮ̡)( “ SDICFUND ”). SDICFUND is held as to
40% by China SDIC Gaoxin Industrial Investment Corp., Ltd
(ʮ̡), which is held as to
approximately 72.36% by State Development and Investment
Corporation (ʮ̡), a state-owned
enterprise wholly owned by the State-owned Assets Supervision
and Administration Commission (ࡰ
ึ). SDICFUND is an independent private equity fund manager.
SDICFUND and its affiliates manage nearly RMB100 billion of
capital from diversified investors, including financial
institutions, social security fund, private enterprises, state-
owned enterprises. SDICFUND focuses on four investment
sectors: life science, intelligent NEV , smart manufacturing as
well as information & communication technology. Its portfolio
companies, which are listed on the Stock Exchange, in life
science sector include CanSino Biologics Inc. (stock code:
6185), Innovent Biologics, Inc. (stock code: 1801), Ascentage
Pharma Group International (stock code: 6855) and Peijia
Medical (stock code: 9996). FIIF has 11 limited partners, all
being Independent Third Parties, among which, Ministry of
Finance of the PRC (௅), holding
approximately 35.48% of the partnership interest therein and
none of the remaining limited partners holds more than 30% of
partnership interest.
FIIF is a Sophisticated Investor.
HISTORY AND CORPORATE STRUCTURE
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Pre-IPO Investors Backgrounds
Wise Vigour /H1118/H1118/H1118/H1118/H1118/H1118/H1118Wise Vigour is a company incorporated in Hong Kong on July
16, 2015, which is held by LC Healthcare Continued Fund I,
L.P . and LC Continued Fund IV , L.P ., each an Independent Third
Party, as to 92.6% and 7.4%, respectively. LC Healthcare
Continued Fund GP Limited., the general partner of each of LC
Healthcare Continued Fund I, L.P . and LC Continued Fund IV ,
L.P . is wholly owned by LC Fund GP Limited, an Independent
Third Party, which is in turn wholly owned by Union Season
Holdings Limited (“ Union Season ”). Union Season is wholly
owned by Legend Capital Co., Ltd. (ʮ
̡)( “Legend Capital ”). Legend Capital is held as to 80.00% by
Beijing Juncheng Hezhong Investment Management Partnership
Enterprises (Limited Partnership) ( ̏ԯё༐Υ଺ҳ༟၍ଣΥྫ
Άุ(Υྫ)) (“ Beijing Juncheng Hezhong ”), the general
partner of which is Beijing Junqi Jiarui Business Management
Limited (ʮ̡)( “ Beijing Junqi
Jiarui ”). Beijing Junqi Jiarui is held as to 40% by Chen Hao ( ௓
ख), the largest shareholder therein and an Independent Third
Party.
Legend Capital is a joint stock limited company established
under the laws of PRC in April 2001, which is a professional
investment institution focusing on early-stage venture capital
investments and growth-stage private equity investments, and
has total assets under management of more than RMB80 billion.
Legend Capital’s portfolio companies, which are listed on the
Stock Exchange, in life science sector include Innovent
Biologics, Inc. (stock code: 1801), HBM Holdings Limited
(stock code: 2142), Jiangsu Recbio Technology Co., Ltd. (stock
code: 2179), WuXi AppTec Co., Ltd. (stock code: 2359) and
Pharmaron Beijing Co., Ltd. (stock code: 3759).
Wise Vigour is a Sophisticated Investor.
Wise Vigour is an institutional investor that primarily focus on
equity investment.
HISTORY AND CORPORATE STRUCTURE
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Pre-IPO Investors Backgrounds
Ionis /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Ionis is a limited liability company incorporated under the laws
of the State of California of the United States on January 10,
1989 and reorganized as a Delaware corporation in 1991. Ionis
is a company listed on the NASDAQ (symbol: IONS). As of
December 31, 2024, Ionis recorded net asset value of
US$588,351,000.
Ionis is a global, science-led biopharmaceutical company that
focuses on the discovery, development, and commercialization
of nucleic acid medicines and a pioneer in RNA-targeted
medicines, which has a rich innovative pipeline in neurology,
cardiology and other areas of high patient need.
Ionis is a Sophisticated Investor.
Panlin Qianyuan,
Panlin Xukang,
Panlin Guangci,
Panlin Y uesheng,
Panlin Hongyu and
Panlong Investment
(collectively
“Panlin ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Panlin Qianyuan is a limited partnership established under the
laws of PRC on January 28, 2015, which is held as to
approximately 1.29% by its general partner, Shanghai Panlin
Asset Management Co., Ltd. (ʮ̡)
(“Shanghai Panlin ”) which is owned by Mr. LI Y uhui, our
non-executive Director and Mr. TAN Huidong, an Independent
Third Party, as to 46% and 39%, respectively. As of the Latest
Practicable Date, all 24 limited partners of Panlin Qianyuan
were Independent Third Parties, of which Shanxi C&Y
Pharmaceutical Group Co., Ltd. (ʮ
̡), a company listed on the Shenzhen Stock Exchange (stock
code: 300254), being the largest limited partner, held 30%
partnership interest in Panlin Qianyuan.
Panlin Xukang is a limited partnership established under the
laws of PRC on July 30, 2021, which is held as to 1% by its
general partner, Shanghai Panlin. As of the Latest Practicable
Date, all 12 limited partners of Panlin Xukang were Independent
Third Parties, of which Jiaxing Panlin Shenghui No. 2 V enture
Capital Partnership (Limited Partnership) ( ྗጳᇂᎌସฯɚ໮௴
ุҳ༟ΥྫΆุ(Υྫ)) and Hangzhou High-Tech V enture
Capital Management Co., Ltd (ʮ
̡), being the largest and second largest limited partner, held
approximately 20.1% and 20% partnership interest in Panlin
Xukang, respectively.
HISTORY AND CORPORATE STRUCTURE
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Pre-IPO Investors Backgrounds
Panlin Guangci is a limited partnership established under the
laws of PRC on March 28, 2022, which is held as to 2.5% by its
general partner, Shanghai Panlin. As of the Latest Practicable
Date, except for Mr. LI Y uhui, our non-executive Director, who
was a limited partner of Panlin Guangci and held 5% partnership
interest in it, all the remaining 17 limited partners of Panlin
Guangci were Independent Third Parties, of which YUAN
Weisheng, being the largest limited partner, held 15%
partnership interest in Panlin Guangci.
Panlin Y uesheng is a limited partnership established under the
laws of PRC on October 15, 2018, which is held as to
approximately 1.05% by its general partner, Shanghai Panlin.
As of the Latest Practicable Date, except for Mr. LI Y uhui, our
non-executive Director, who was a limited partner of Panlin
Y uesheng and held approximately 4.49% partnership interest in
it, all the remaining 37 limited partners of Panlin Y uesheng were
Independent Third Parties, of which Luzhou Puxin Equity
Investment Partnership (Limited Partnership) (ᛆҳ
ΥྫΆุ(Υྫ)), being the largest limited partner,
held approximately 13.84% partnership interest in Panlin
Y uesheng.
Panlin Hongyu is a limited partnership established under the
laws of PRC on August 28, 2020, which is held as to
approximately 48.48% by its general partner, Shanghai Panlin.
As of the Latest Practicable Date, except for Mr. LI Y uhui, our
non-executive Director, who was a limited partner of Panlin
Hongyu and held approximately 9.09% partnership interest in it,
all the remaining eight limited partners of Panlin Hongyu were
Independent Third Parties, of which CAI Liling, being the
largest limited partner, held approximately 10.61% partnership
interest in Panlin Hongyu.
HISTORY AND CORPORATE STRUCTURE
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--- page 250 ---
Pre-IPO Investors Backgrounds
Panlong Investment is a limited partnership established under
the laws of PRC on October 17, 2019, which is held as to 1% by
its general partner, Shanghai Panlin Management Consulting
Co., Ltd. (ʮ̡), which is a wholly-
owned subsidiary of Shanghai Panlin. As of the Latest
Practicable Date, save as Panlin Y uesheng, being the largest
limited partner, held approximately 49% interest in Panlong
Investment, no more remaining limited partners of Panlong
Investment held more than 30% interest of Panlong Investment.
The remaining six limited partners of Panlong Investment were
Independent Third Parties.
Panlin Qianyuan, Panlin Xukang, Panlin Guangci, Panlin
Y uesheng, Panlin Hongyu and Panlong Investment are
investment funds controlled by Panlin Capital ( ᇂᎌ༟͉)
(referring to Shanghai Panlin, its related parties, and the private
equity funds managed by the aforementioned entities). Panlin
Capital is a Renminbi-denominated fund established in
Shanghai, China in 2010. It is a leading and influential
investment institution in both the healthcare and technology
sectors, known for its professional expertise. Panlin Capital is
dedicated to “Identifying the entrepreneurs among scientists,
and fostering the innovators among entrepreneurs”. To date,
Panlin Capital has invested in nearly 100 portfolio companies,
with assets under management exceeding RMB5 billion. In the
field of healthcare and biotechnology, Panlin Capital’s
investment portfolio includes Shenzhen Kangtai Biological
Products Co., Ltd. (ʮ̡), a
company listed on the Shenzhen Stock Exchange (stock code:
300601), Guangdong Hybribio Biotech Co., Ltd. (ي
ʮ̡), a company listed on the Shenzhen Stock
Exchange (stock code: 300639), and GenFleet Therapeutics
(Shanghai) Inc. (Ҧ(ɪऎ)ʮ̡), a company
listed on the Stock Exchange (stock code: 2595).
Panlin is a Sophisticated Investor.
Small Nucleic Acid
Research Institute,
Kunshan Hi-tech
V enture, Kunshan
Guoke and
Kunshan Gongyan
(collectively
“Kunshan
Investment ”) /H1118/H1118/H1118/H1118/H1118
Small Nucleic Acid Research Institute is a limited liability
company incorporated under the laws of PRC on October 29,
2008, and is wholly owned by Kunshan Finance Bureau (ʆ̹
҅), an Independent Third Party.
Kunshan Hi-tech V enture is a limited liability company
incorporated under the laws of PRC on May 24, 2012, which is
wholly owned by Kunshan Hi-tech and ultimately controlled by
the Stated-owned Assets Supervision and Administration
Commission of Kunshan (܃an
Independent Third Party.
HISTORY AND CORPORATE STRUCTURE
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Pre-IPO Investors Backgrounds
Kunshan Guoke is a limited liability company incorporated
under the laws of PRC on August 31, 2001 and is held as to
98.76% by Kunshan V enture Holding Group Co., Ltd. (ʆ௴ุ
ʮ̡) which is wholly owned by Kunshan
SASAC. Kunshan Gongyan is a limited liability company
incorporated under the laws of PRC on July 2, 2012, which is
wholly owned by Kunshan Technology Investment Co., Ltd. (׺
ʮ̡). Kunshan Technology Investment
Co., Ltd. is wholly owned by Kunshan Industrial Technology
Research Institute Co., Ltd. (ப΂ʮ
̡), which is wholly owned by Kunshan Finance Bureau.
Shenzhen Yilong /H1118/H1118/H1118/H1118Shenzhen Yilong is a limited partnership established under the
laws of PRC on June 28, 2019 with assets under management of
over RMB1.9 billion. The general partner of Shenzhen Yilong is
China Reform V enture Capital Investment Management
(Shenzhen) Ltd. (ᎈҳ༟၍ଣ(ଉέ)ʮ̡), which is
wholly owned by Shenzhen Guoxin Investment Partnership
Enterprise (Limited Partnership) ( ଉέ਷อҳ༟ΥྫΆุ(ࠢ
Υྫ)) (“ Shenzhen Guoxin Investment ”). The general partner
of Shenzhen Guoxin Investment is Guoxin Shengde Investment
(Beijing) Co., Ltd. ( ਷อସᅃҳ༟(̏ԯ)ʮ̡), a wholly
owned subsidiary of China Reform Fund Management Co., Ltd.
(ʮ̡)( “ CRFM ”). CRFM is a wholly-
owned subsidiary of China Guoxin Holding Co., Ltd. ( ʕ਷਷อ
ப΂ʮ̡)( “ CGHC ”), which is wholly owned by the
State Council. Shenzhen Yilong has four limited partners, of
which China V enture Capital Fund Corporation Ltd. ( ʕ਷਷Ϟ
ʮ̡)( “ CVC”), being the largest
limited partner, holds approximately 92.34% of the partnership
interest therein. CVC is held by Guoxin (Shenzhen) Investment
Co., Ltd. ( ਷อ(ଉέ)ʮ̡) as to approximately
35.29%, being the largest shareholder, which is also wholly
owned by CGHC. CVC was established in August 2016 in the
PRC with a registered capital of RMB102 billion. CVC was set
up with the investment purpose to support technological
breakthroughs and industrialization of scientific and
technological achievements, accelerate the incubation and
cultivation of emerging industries, innovate business models
and promote the integration of capital and technology. The field
of biotech and healthcare is one of the focused areas of CVC and
CVC’s portfolio companies in such field include Shanghai
United Imaging Healthcare Co., Ltd., a company listed on the
Shanghai Stock Exchange (stock code: 688271), Alphamab
Oncology, a company listed on the Stock Exchange (stock code:
9966), Shanghai MicroPort MedBot (Group) Co., Ltd., a
company listed on the Stock Exchange (stock code: 2252), and
3D Medicines Inc., a company listed on the Stock Exchange
(stock code: 1244).
As an investment fund with assets under management exceeding
HK$1.0 billion, Shenzhen Yilong is a Sophisticated Investor.
HISTORY AND CORPORATE STRUCTURE
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Pre-IPO Investors Backgrounds
Jiyuan Y uanxing /H1118/H1118/H1118/H1118Jiyuan Y uanxing is a limited partnership established under the
laws of PRC on June 13, 2014, which is held as to 2% by its
general partner, Ningbo Jixing Chuanghao Investment L.P . ( ྐྵ
௴Ⴔҳ༟ΥྫΆุ(Υྫ)) (“ Ningbo Jixing ”), which
is ultimately owned by YU Lifeng and JIN Jiong, the largest and
the second largest limited partner, each an Independent Third
Party, as to 36.43% and 36.43%, respectively. The general
partner of Ningbo Jixing is Shanghai Jixing Investment
Management Co., Ltd. (ʮ̡), which is
owned by YU Lifeng and JIN Jiong, as to 50% and 50%
respectively. As of the Latest Practicable Date, all 15 limited
partners of Jiyuan Y uanxing were Independent Third Parties, of
which Shanghai Gefei Shangken Equity Investment Center L.P .
(ᛆҳ༟ʕː(Υྫ)) (“ Shanghai Gefei
Shangken ”), being the largest limited partner, held 39.6%
partnership interest in Jiyuan Y uanxing and none of the
remaining limited partners of Jiyuan Y uanxing held more than
30% partnership interest therein. The general partner of
Shanghai Gefei Shangken is Wuhu Gopher Asset Management
Co., Ltd. (ʮ̡). Wuhu Gopher Asset
Management Co., Ltd. is a wholly-owned subsidiary of Gopher
Asset Management Co., Ltd. (ʮ̡), which is
in turn a wholly-owned subsidiary of Shanghai Noah Investment
Management Co., Ltd. (ʮ̡)( “ Noah
Investment ”). Noah Investment is a consolidated affiliated
entity controlled by Noah Holdings Limited (a company listed
on the New Y ork Stock Exchange (ticker symbol: NOAH) and
the Stock Exchange (stock code: 6686)).
HISTORY AND CORPORATE STRUCTURE
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Pre-IPO Investors Backgrounds
Jiyuan Y uanxing is an institutional investment fund under the
management of V Star Capital (༟͉), which primarily
focus on investment in early and growth-stage companies in
China and around the world.
Haihe Asymchem
Fund, Trinity
Zhongzhi, Trinity
Zhongzhi II, Trinity
UCSF and TIF
(collectively
“Trinity ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Haihe Asymchem Fund is a limited partnership established
under the laws of PRC on June 14, 2019, which is held as to
0.13% by its general partner, Haiyingchuang (Tianjin)
Investment Management Co., Ltd. (௴(ݵ)ࠢ
ʮ̡)( “ Tianjin Haiyingchuang ”). As of the Latest Practicable
Date, there were five limited partners of Haihe Asymchem
Fund, of which Tianjin Haihe Industry Fund L.P . (ପ
ΥྫΆุ(Υྫ)), being the largest limited partner,
held 39.6% partnership interest in Haihe Asymchem Fund and
none of the remaining limited partners of Haihe Asymchem
Fund held more than 30% partnership interest of Haihe
Asymchem Fund, each being an Independent Third Party.
Tianjin Haihe Industry Fund L.P . is held as to approximately
99.75% by its sole limited partner, Tianjin Finance Bureau ( ˂
҅) and approximately 0.25% by its general partner,
Tianjin Haihe Industrial Fund Management Co., Ltd. (̹ऎ
ʮ̡), of which none of its shareholders
holds more than 30% equity interest.
Tianjin Haiyingchuang is held by Y unqi (Tianjin) Business
Management Consulting L.P . ( ථৎ(ݵ)Άุ၍ଣፔ༔ΥྫΆ
ุ)( “ Yunqi Tianjin ”), and Trinity Innovation (Beijing)
Investment Management Co. Ltd. ( ɧɓ௴อ(̏ԯ)ҳ༟၍ଣϞ
ʮ̡)( “ Trinity Innovation ”), as to 44.38% and 44.38%,
respectively. Y unqi Tianjin is held by ZHANG Da, its general
partner, and Y ANG Rui, its sole limited partner, each being an
Independent Third Party, as to 40% and 60%, respectively.
Trinity Innovation is ultimately held by YIN Zheng, an
Independent Third Party, as to 90%.
Trinity Zhongzhi i s a a limited partnership established under the
laws of PRC on December 17, 2018, which is held as to
0.0057% by its general partner, Trinity Innovation and thus
ultimately controlled by YIN Zheng. As of the Latest
Practicable Date, all ten limited partners of Trinity Zhongzhi
were Independent Third Parties, of which Asymchem
Laboratories (Tianjin) Co., Ltd. (ᔼᖹණྠ(ݵ)΅Ϟ
ʮ̡) (a company listed on the Stock Exchange (stock code:
6821), Shanghai Desano Pharmaceutical Co., Ltd. (ᒄፕ
ʮ̡), Qiantong Technology Industry Co., Ltd ( ৻
ʮ̡) and Ruoze (Tianjin) Equity Investment
Fund Partnership (L.P .) (ዣ(ݵ)ΥྫΆุ(Ϟ
Υྫ)), being the largest limited partners, each held 14.36%
partnership interest in Trinity Zhongzhi, respectively.
HISTORY AND CORPORATE STRUCTURE
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Pre-IPO Investors Backgrounds
Trinity Zhongzhi II is a limited partnership established under
the laws of PRC on August 27, 2021, which is held as to
0.0041% by its general partner, Trinity Innovation and thus
ultimately controlled by YIN Zheng. As of the Latest
Practicable Date, all eight limited partners of Trinity Zhongzhi
II were Independent Third Parties, of which Qiantong
Technology Industry Co., Ltd., being the largest limited partner,
held 28.40% partnership interest in Trinity Zhongzhi II.
Trinity UCSF is a company incorporated in Hong Kong on
May 21, 2019 which is ultimately controlled by YIN Zheng.
TIF is a company incorporated in Singapore on July 5, 2021,
which is ultimately controlled by YIN Zheng.
Each of Trinity Zhongzhi, Trinity Zhongzhi II, Trinity UCSF
and TIF is an investment arm of the Trinity Innovation, which is
a biomed venture capital focusing on innovation and value
investment with deep insight and experience on Asia markets
and has invested over dozens of biotech companies.
CICC Biomedical
Fund and Ningbo
Qirui (collectively
“CICC Fund ”) /H1118/H1118/H1118
CICC Biomedical Fund is a limited partnership incorporated
under the laws of PRC on October 10, 2019, focusing on
world-leading innovative medicines and biotechnologies and
other related businesses. CICC Biomedical Fund had 30 limited
partners, each an Independent Third Parties as of the Latest
Practicable Date who are private investors and institutional
investors and none of the limited partners held more than 30%
partnership interest therein. The general partner of CICC
Biomedical Fund which held 1.09% partnership interest of
CICC Biomedical Fund is CICC Capital Management Co., Ltd.
(“CICC Capital Management ”), an Independent Third Party.
HISTORY AND CORPORATE STRUCTURE
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Pre-IPO Investors Backgrounds
Ningbo Qirui is a limited partnership established in the PRC on
November 29, 2016 and its general partner is Y aojin (Shanghai)
Private Equity Fund Management Co., Ltd. (ږ(ɪऎ)ӷ෍ਿ
ʮ̡) (formerly known as Guoyao Zhongjin
(Shanghai) Private Equity Investment Management Co.,
Ltd (ږ(ɪऎ)ʮ̡)) (“ Y aojin
Shanghai ”), which held 0.05% partnership interest of Ningbo
Qirui. As of the Latest Practicable Date, Sinopharm Group Co.,
Ltd. (ʮ̡)( “ Sinopharm Group ”), a
company listed on the Stock Exchange (stock code: 01099),
China National Accord Medicines Corporation Ltd. ( ਷ᖹණྠ
ʮ̡), a company listed on the Shenzhen
Stock Exchange (stock code: 000028) and China National
Medicines Corporation Ltd. (ʮ̡), a
company listed on the Shanghai Stock Exchange (stock code:
600511) held approximately 15.86%, 10.58% and 7.93%
partnership interest in Ningbo Qirui, respectively. Each of China
National Accord Medicines Corporation Ltd. and China
National Medicines Corporation Ltd. was controlled by
Sinopharm Group. Therefore, Sinopharm Group held
approximately 34.36% beneficial interest in Ningbo Qirui.
Sinopharm Group is mainly engaged in pharmaceutical products
and medical device distribution business. As of the Latest
Practicable Date, Ningbo Qirui had 11 limited partners, each an
Independent Third Party, of which Chuancai Securities Co., Ltd.
(ப΂ʮ̡) held approximately 26.44% of its
partnership interest and China State owned capital venture
capital fund Co., Ltd. (ʮ
̡) held approximately 25.91% of its partnership interest, being
the largest and second largest limited partners. Y aojin Shanghai
is controlled by CICC Capital Management and Sinopharm
Group as to 51% and 49%, respectively. None of the other
limited partners of Ningbo Qirui held more than 30%
partnership interest in it.
HISTORY AND CORPORATE STRUCTURE
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Pre-IPO Investors Backgrounds
CICC Capital Management is a wholly-owned subsidiary of
China International Capital Corporation Limited, a company
listed on the Stock Exchange (stock code: 3908) and the
Shanghai Stock Exchange (stock code: 601995) and principally
engaged in investment banking business, equities business,
fixed-income, commodities and currency business, asset
management business, private equity business, wealth
management business and other business activities.
China Resources
V enture Investment
Co., Ltd. ( ശᆗ௴ุ
ʮ̡)
(“CR
Venture ”)
Note /H1118/H1118/H1118/H1118/H1118
CR V enture is a limited liability company incorporated under
the laws of PRC on July 1, 2021 and wholly owned by China
Resources Enterprise, Limited (ʮ̡)( “ China
Resources Enterprise ”), a company incorporated in Hong
Kong on July 28, 2015. China Resources Enterprise is wholly
owned by China Resources (Holdings) Company Limited ( ശᆗ
(ණྠ)ʮ̡), which in turn is indirectly wholly owned by
China Resources Company Limited (ʮ̡). China
Resources Company Limited is a company established in the
PRC with limited liability and is ultimately controlled by the
State-owned Assets Supervision and Administration
Commission of the State Council of the PRC ( ਷ਕ৫਷Ϟ༟ପ
ึ). To the best of the Company’s knowledge,
information and belief, having made all reasonable enquiries,
China Resources Enterprise and its ultimate beneficial owner
are Independent Third Parties.
Note: Due to internal arrangements of China Resources Company Limited, on May 13, 2020, CR Life Science
transferred all equity interest of our Company held by it to China Resources Life Sciences Group Co.,
Ltd. (ʮ̡)( “ CR Life Science Group ”), which then transferred all Shares held
by it to CR V enture on December 29, 2022. Each of CR Life Science, CR Life Science Group and CR
V enture is wholly owned and controlled by China Resources Company Limited.
HISTORY AND CORPORATE STRUCTURE
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Pre-IPO Investors Backgrounds
Zhuhai Qiheng /H1118/H1118/H1118/H1118/H1118/H1118Zhuhai Qiheng is a limited partnership established under the
laws of PRC. The general partner of Zhuhai Qiheng is Shenzhen
Gao Ling Tiancheng III Investment Co., Ltd. ( ଉέ৷ᵌ˂ϓɧ
ʮ̡)( “ Shenzhen Gao Ling Tiancheng III ”).
Shenzhen Gao Ling Tiancheng III is jointly held by Zhang
Haiyan, Ma Cuifang, Cao Wei, Li Liang and Zhu Jia, each an
Independent Third Party. As of the Latest Practicable Date, the
limited partners of Zhuhai Qiheng are private equity funds
managed by Zhuhai Gao Ling Private Fund Management Co.,
Ltd. (ʮ̡)( “ Zhuhai Gao Ling ”).
Zhuhai Qiheng has five limited partners, of which Shenzhen
Gaoling Muqi Equity Investment Fund Partnership (L.P .) ( ଉέ
ΥྫΆุ(Υྫ)) (“ Shenzhen
Gaoling Muqi ”) and Xiamen Gaoling Ruiqi Equity Investment
Fund Partnership Enterprise (Limited Partnership) (৷ᵌ๿
ΥྫΆุ(Υྫ)) (“ Xiamen Gaoling
Ruiqi ”), being the largest and second largest limited partner,
holding approximately 50.10% and 36.41% partnership interest
in Zhuhai Qiheng, respectively. As of the Latest Practicable
Date, none of the partners of Shenzhen Gaoling Muqi or Xiamen
Gaoling Ruiqi had more than 30% partnership interest in Zhuhai
Qiheng.
Zhuhai Gao Ling collaborates with industry-defining
enterprises, aiming to establish alignment with sustainable,
forward-thinking companies across healthcare, business
services, consumer, and industrial sectors.
HISTORY AND CORPORATE STRUCTURE
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Pre-IPO Investors Backgrounds
YRD Investment /H1118/H1118/H1118/H1118YRD Investment is a limited partnership established under the
laws of PRC on September 3, 2019, which is held as to 0.10%
by its general partner, Shanghai Hengxu Chuangling Private
Equity Fund Management Co., Ltd. (၍
ʮ̡) (formerly known as Shanghai Hengxu Chuangling
Investment Management Co., Ltd. (ࠢ
ʮ̡)) (“ Hengxu Capital ”). Hengxu Capital is held as to
45.00% and 40.00% respectively by Shanghai Qijia Enterprise
Management Consulting Partnership (Limited Partnership) ( ɪ
ऎ☃ྗΆุ၍ଣፔ༔ΥྫΆุ(Υྫ)) (“ Shanghai Qijia ”)
and Shanghai Automotive Group Financial Control Management
Co., Ltd. (ʮ̡)( “ Shanghai
Automotive ”), respectively. The general partner of Shanghai
Qijia is Shanghai Shengqi Enterprise Management Consulting
Co., Ltd. (ʮ̡), which is controlled
by LU Y ongtao, an Independent Third Party. Shanghai
Automotive is an wholly-owned company of SAIC Motor
Corporation Limited (ʮ̡), a company
listed on the Shanghai Stock Exchange (stock code: 600104).
Hengxu Capital is ultimately controlled by LU Y ongtao, an
Independent Third Party. As of the Latest Practicable Date, all
nine limited partners of YRD Investment were Independent
Third Parties, of which Shanghai Automotive, being the largest
limited partner, held 28.54% partnership interest in YRD
Investment.
YRD Investment is an institutional investor that primarily
focuses on equity investment.
Jiaxing Futong /H1118/H1118/H1118/H1118/H1118/H1118Jiaxing Futong is a limited partnership established under the
laws of PRC on December 5, 2016, which is held as to 4.17% by
its general partner, Beijing Zhenghe Y uantong Investment
Management Co. Ltd. (ʮ̡)
(“Zhenghe Yuantong ”), an Independent Third Party. Zhenghe
Y uatong is held as to 43.40% by the largest shareholder, XU
Haoyu, an Independent Third Party. As of the Latest Practicable
Date, all 13 limited partners of Jiaxing Futong were Independent
Third Parties, of which Nanjing Xinzhengtu Investment
Management Co., Ltd. (ʮ̡), being
the largest limited partner, held 20.83% partnership interest in
Jiaxing Futong.
Jiaxing Futong is an institutional investor that primarily focuses
on equity investment.
HISTORY AND CORPORATE STRUCTURE
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Pre-IPO Investors Backgrounds
Legend Star and
Wuxi Xingxi
(collectively
“Legend
Investment ”) /H1118/H1118/H1118/H1118/H1118
Legend Star is a limited liability company incorporated under
the laws of PRC on January 19, 2012, which is wholly owned by
Legend Holdings Corporation (ʮ̡)
(“Legend Holdings ”), a company listed on the Stock Exchange
(stock code: 3396).
Wuxi Xingxi is a limited partnership established under the
laws of PRC on May 14, 2025, which is held as to 1.25% and
1.25% by its general partners, Qushui Xinghuan V enture
Investment Management Center (L.P .) (ᐑ௴ุҳ༟၍
ଣʕː(Υྫ)) (“ Xinghuan Venture ”) and Wuxi Guolian
Industrial Investment Private Equity Fund Management Co., Ltd.
(ʮ̡)( “ Wuxi Guolian ”),
respectively, each an Independent Third Party. Wuxi Xingxi has
one limited partner, namely Wuxi Taihu Aisi V enture Investment
Limited Partnership (L.P .) (௴ุҳ༟ΥྫΆุ
(Υྫ)) (“ Aisi Investment ”), holding 97.5% partnership
interest in Wuxi Xingxi.
The general partner of Xinghuan V enture, holding 30%
partnership interests in Xinghuan V enture, is Duilong Deqing
Xingchuan V enture Investment management Co., Ltd. ( ਼Ꮂᅃᅅ
ʮ̡), which is indirectly wholly owned
by Legend Holdings. Each of Wuxi Guolian and Aisi Investment
is ultimately controlled by Stated-owned Assets Supervision and
Administration Commission of Wuxi Municipal People’s
Government (ึ)
(“Wuxi SASAC ”). Therefore, Wuxi Xingxi is ultimately
controlled by each of Legend Holdings and Wuxi SASAC, and
Legend Star and Wuxi Xingxi are related to each other.
HISTORY AND CORPORATE STRUCTURE
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Pre-IPO Investors Backgrounds
Co-way Yintian and
Jiaxing Xiangtian
(collectively
“Co-way
Investment ”) /H1118/H1118/H1118/H1118/H1118
Co-way Yintian is a limited partnership established under the
laws of PRC on January 3, 2020, which is held as to 0.32% by
its general partner, Shenzhen Co-way Capital Services Co., Ltd.
(ʮ̡)( “ Shenzhen Co-way ”), an
Independent Third Party. Shenzhen Co-way is wholly controlled
by FAN Miaojiang, an Independent Third Party. As of the Latest
Practicable Date, all 11 limited partners of Co-way Yintian were
Independent Third Parties, of which Jiaxing Xiangtian, being
the largest limited partner, held 41.75% partnership interest in
Co-way Yintian and none of the remaining limited partners of
Co-way Yintian held more than 30% partnership interest of
Co-way Yintian.
Jiaxing Xiangtian is a limited partnership established under the
laws of PRC on April 24, 2019, which is held as to 3.33% by its
general partner, Shenzhen Co-way. As of the Latest Practicable
Date, all four limited partners of Jiaxing Xiangtian were
Independent Third Parties, of which LU Chong, being the
largest limited partner, held 50% partnership interest in Jiaxing
Xiangtian and none of the remaining limited partners of Jiaxing
Xiangtian held more than 30% partnership interest of Jiaxing
Xiangtian.
Each of Co-way Yintian and Jiaxing Xiangtian is an institutional
investor that primarily focuses on equity investment.
Daxie Y ungong /H1118/H1118/H1118/H1118/H1118Daxie Y ungong is a limited partnership established under the
laws of PRC on April 6, 2017, which is held as to 0.5% by its
general partner, PU Weijie, an Independent Third Party. As of
the Latest Practicable Date, all nine limited partners of Daxie
Y ungong were Independent Third Parties, of which YUAN Qian,
being the largest limited partner, held 50% partnership interest
in Daxie Y ungong and none of the remaining limited partners of
Daxie Y ungong held more than 30% partnership interest of
Daxie Y ungong.
Daxie Y ungong is an institutional investor that primarily focuses
on equity investment.
HISTORY AND CORPORATE STRUCTURE
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Pre-IPO Investors Backgrounds
Wenzhou Chouqin
and Chouqin
Tiancheng
(collectively
“Chouqin
Investment ”) /H1118/H1118/H1118/H1118/H1118
Wenzhou Chouqin is a limited partnership established under the
laws of PRC on June 11, 2024, which is held as to 0.02% by its
general partner, Tianjin Tiandi Chouqin Equity Investment
Management Co., Ltd. (ʮ̡)
(“Tianjin Chouqin ”). As of the Latest Practicable Date, all four
limited partners of Wenzhou Chouqin are Independent Third
Parties and save as WU Jiafu, an Independent Third Party, who
holds 80.79% partnership interest in Wenzhou Chouqin, none of
the remaining limited partners hold more than 30% partnership
interest in Wenzhou Chouqin.
Chouqin Tiancheng is a limited partnership incorporated under
the laws of PRC on June 1, 2020, which is held as to 3.85 % by
its general partner, Tianjin Chouqin. As of the Latest Practicable
Date, the remaining interest in Chouqin Tiancheng was owned
by two limited partners namely Tianjin Tiandi Hemu Enterprise
Management Center (Limited Partnership) (˂ήձດΆุ
၍ଣʕː(Υྫ)) (“ Tianjin Hemu ”) and Beijing
Mengtianxing Investment Co., Ltd. (ʮ̡)
as to 76.92% and 19.23%, respectively. Tianjin Hemu is
ultimately controlled by ZHOU Yi, its general partner, an
Independent Third Party.
Tianjin Chouqin is owned as to 50% and 50% by ZHENG
Changjiang, an Independent Third Party, and ZHOU Yi,
respectively. Tianjin Chouqin is an institutional investor that
primarily focuses on equity investment, whose portfolio
companies include Unogold Bioengineering (Suzhou) Co., Ltd.
(ʈ೻(ᘽψ)ப΂ʮ̡), Suzhou Aijie Boya
Technology Co., Ltd. (ʮ̡), Anhui
Xipu Sunshine Technology Co., Ltd. (΅Ϟ
ʮ̡) and Nginetech Co., Ltd. (ʮ
̡).
HISTORY AND CORPORATE STRUCTURE
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Pre-IPO Investors Backgrounds
Jinan Mingxin /H1118/H1118/H1118/H1118/H1118/H1118Jinan Mingxin is a limited partnership established under the
laws of PRC on June 12, 2025, which is held as to 1.43% and
1.43% by its executive general partner, Shanghai Mingxin
Private Equity Fund Management Partnership (L.P .) (ڦ
၍ଣΥྫΆุ(Υྫ)) (“ Shanghai Mingxin ”) and
general partner, Jinan Caitou New Momentum Private Equity
Fund Management Co., Ltd. (၍ଣϞ
ʮ̡)( “ Jinan Caitou ”), respectively. XU LIXING, an
Independent Third Party, holds 20% partnership interest in
Shanghai Mingxin as its executive general partner. As of the
Latest Practicable Date, the remaining partnership interest in
Jinan Mingxin was held by the two limited partners of Jinan
Mingxin namely Jinan Hi-tech Capital Investment Co., Ltd. ( ᏶
ʮ̡)( “ Jinan Hi-tech ”) and Jinan Caijin
Biopharmaceutical Industry Investment Co., Ltd. (͛
ʮ̡)( “ Jinan Caijin ”), each an
Independent Third Party, as to 59.14% and 38%, respectively.
Jinan Hi-tech was ultimately owned by Administrative
Committee of Jinan High-Tech Industrial Development
Committee (ึ) and each of
Jinan Caijin and Jinan Caitou was ultimately controlled by
Municipal Finance Bureau of Jinan (҅).
Shanghai
Chuangyuanyuan /H1118/H1118
Shanghai Chuangyuanyuan is a limited liability company
incorporated under the laws of PRC on November 24, 2014 and
wholly owned by Shanghai Chuangyuan Technology
Development Co., Ltd. (ʮ̡)
(“Chuangyuan Technology ”). As of the Latest Practicable
Date, Chuangyuan Technology was held as to approximately
79.77% by Shanghai Nuoyuan Enterprise Management Center
(Limited Partnership) (Άุ၍ଣʕː(Υྫ)),
whose general partner is LIU Wanfeng, the spouse of Ms. MO
Hua and holding 87.10% limited partnership therein.
Shanghai Chuangyuanyuan is an institutional investor that
primarily focuses on equity investment.
HISTORY AND CORPORATE STRUCTURE
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Joint Sponsors’ Confirmation
The Joint Sponsors confirm that the Pre-IPO Investments are in compliance with Chapter
4.2 of the Guide for New Listing Applicants.
PUBLIC FLOAT AND FREE FLOAT
Following the completion of the Global Offering, all Unlisted Share will be converted
into H Shares.
The 53,571,095 H Shares to be converted from Unlisted Shares held by our Single Largest
Group of Shareholders (i.e. Dr. LIANG, Prof. ZHANG Lihe, Kunshan Ruikong, Kunshan Ruiji,
Kunshan Ruiman, Prof. XI Zhen, Ms. MO Hua), Trinity (including Haihe Asymchem Fund, a
substantial shareholder at the subsidiary level and its close associates), Panlin (ultimately
controlled by Mr. LI Y uhui, a non-executive Director, and thus a close associate of Mr. LI
Y uhui) and Shanghai Chuangyuanyuan (ultimately controlled by the spouse of Ms. MO Hua,
and thus a close associate of Ms. MO Hua) will not be considered as part of the public float
as the aforesaid Shareholders are core connected persons of our Group or their respective close
associate. The Offer Shares to be subscribed by Erik Selin Fastigheter AB, which is a
substantial shareholder of Ribocure AB and thus a core connected person of the Company, as
a Cornerstone Investor in the Global Offering will not be considered as part of the public float.
To the best of our Directors’ knowledge, information and belief and having made all
reasonable inquiries, save as disclosed above, none of the existing Shareholders (i) is a core
connected person of our Group; (ii) has been financed directly or indirectly by a core connected
person of our Group for the subscription of Shares; or (iii) is accustomed to taking instructions
from a core connected person of our Group in relation to the acquisition, disposal, voting or
other disposition of the Shares registered in their name or otherwise held by them. Therefore,
the 80,632,015 H Shares to be converted from the Unlisted Shares held by the other existing
Shareholders, upon completion of the Global Offering (assuming the Offer Size Adjustment
Option and the Over-allotment Option are not exercised and no Shares are issued under the
Pre-IPO Share Option Scheme) will be treated as part of the public float of our Company
following Listing for the purpose of Rule 19A.13A(1) of the Listing Rules.
Upon Listing, our Company will satisfy the public float requirement under Rule
19A.13A(1) of the Listing Rules, which states that, in the event the expected market value of
the Company’s H Shares upon Listing is over HK$6 billion but does not exceed HK$30 billion,
the minimum number of H shares held by the public at the time of Listing as a percentage of
the total issued Shares of the Company shall be the higher of: (i) the percentage that would
result in the expected market value of H shares held by the public to be HK$1.5 billion at the
time of Listing; and (ii) 15%. This calculation assumes that (i) 27,487,400 H Shares are allotted
and issued in the Global Offering (assuming the Offer Size Adjustment Option and the
Over-allotment Option are not exercised), (ii) 134,203,110 Unlisted Shares held by our existing
Shareholders are converted into H Shares, and (iii) 161,690,510 H Shares are in issue upon
completion of the Global Offering. Based on these assumptions, 106,777,415 H Shares,
HISTORY AND CORPORATE STRUCTURE
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equivalent to 66.04% of the total number of issued Shares of our Company, will be counted
towards the public float, which is higher than the prescribed percentage of H Shares required
to be held in public hands under Rule 19A.13A(1) of the Listing Rules, representing 16.00%
of H Shares to be held in public hands with the expected market value of HK$1.5 billion at the
time of Listing, based on the Offer Price of HK$57.97 per H Share.
All the existing shareholders of the Company are subject to a lock-up period of 12 months
following the Listing Date pursuant to the applicable PRC laws and all the Cornerstone
Investors are subject to a lock-up period of six months following the Listing Date. The Offer
Shares to be subscribed by all the other investors participating in the Global Offering are not
subject to any disposal restriction. Our Company is expected to satisfy the free float
requirement under Rule 19A.13C(1) of the Listing Rules, with sufficient H Shares held by the
public and available for trading.
MAJOR ACQUISITIONS AND DISPOSALS
During the Track Record Period and up to the Latest Practicable Date, we did not conduct
any acquisitions, disposals or mergers that we consider to be material to us.
PREVIOUS LISTING APPLICATION AND REASONS FOR LISTING
In December 2020, our Company submitted an application for listing of our Shares on the
SSE STAR Market (the “ Previous A-Share Listing Application ”), which was referred to the
listing committee of the Shanghai Stock Exchange (ึ) for
consideration. In May 2021, we voluntarily withdrew the Previous A-Share Listing Application
after considering, among others, our future business strategic positioning and the uncertainty
of the A-Share listing process influenced by an evolving regulatory environment, in particular
the heightened scrutiny on biotechnology companies. As of the time we withdrew the Previous
A-Share Listing Application, there were no outstanding comments from the Shanghai Stock
Exchange.
Our Directors consider that the Stock Exchange, as an internationally recognized and
reputable stock exchange, can provide us with a good platform to access the international
capital markets and expand our global business footprint. The Global Offering will provide us
with the necessary funding to increase our competitiveness by assisting us to expand our
operations and strengthen our business prospects, and the Listing on the Stock Exchange will
raise our profile and market awareness of our brand name and present us with an opportunity
to further expand our investor base. Taking into account, among others, the aforementioned
factors and the long-term business development strategies of our Group, our Directors consider
the Stock Exchange to be a more suitable venue to access international equity markets, and the
Listing will be in the best interests of our Company and our Shareholders as a whole.
Our Directors are not aware of any matters or findings from the Previous A-Share Listing
Application which have been brought to their attention and would have a material adverse
implication on the Listing, or any matters that might materially and adversely affect our
HISTORY AND CORPORATE STRUCTURE
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Company’s suitability for the Listing. Our Directors further confirm that there is no other
matter in relation to the Previous A-Share Listing Application that needs to be brought to the
attention of the Stock Exchange or potential investors. Having taken into account the factors
above and the independent due diligence work conducted by the Joint Sponsors, nothing
material has come to the Joint Sponsors’ attention that would reasonably cause them to disagree
with the Directors’ view above.
OUR CAPITALIZATION
The below table is a summary of the capitalization of our Company as of the Latest
Practicable Date and immediately upon completion of the Global Offering (assuming the Offer
Size Adjustment Option and the Over-allotment Option are not exercised and no Shares are
issued under the Pre-IPO Share Option Scheme):
Name of Shareholder
As of the
Latest Practicable Date
Immediately upon completion of the
Global Offering (assuming the
Offer Size Adjustment Option and the
Over-allotment Option are not exercised
and no Shares are issued under the
Pre-IPO Share Option Scheme)
Number of
Shares
%a st ot h e
total issued
share capital
of our
Company
Number of Shares
%a st ot h e
total issued
share capital
of our
CompanyH Shares
Unlisted
Shares
Members of our Single Largest
Group of Shareholder /H1118/H1118/H1118/H111840,139,267 29.91% 40,139,267 – 24.82%
– Dr. LIANG /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,546,306 10.84% 14,546,306 – 9.00%
– Kunshan Ruikong (1) /H1118/H1118/H1118/H1118/H111810,842,204 8.08% 10,842,204 – 6.71%
– Kunshan Ruiman /H1118/H1118/H1118/H1118/H1118/H11185,539,551 4.13% 5,539,551 – 3.43%
– Ms. MO Hua /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,037,458 2.26% 3,037,458 – 1.88%
– Prof. XI Zhen /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,847,150 2.12% 2,847,150 – 1.76%
– Prof. ZHANG Lihe /H1118/H1118/H1118/H1118/H11181,898,100 1.41% 1,898,100 – 1.17%
– Kunshan Ruiji (2) /H1118/H1118/H1118/H1118/H1118/H1118/H11181,428,498 1.06% 1,428,498 – 0.88%
FIIF /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,430,002 8.52% 11,430,002 – 7.07%
Panlin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,978,569 6.69% 8,978,569 – 5.55%
– Panlin Qianyuan /H1118/H1118/H1118/H1118/H1118/H1118/H11184,380,906 3.26% 4,380,906 – 2.71%
– Panlin Xukang /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,175,724 0.88% 1,175,724 – 0.73%
– Panlin Guangci /H1118/H1118/H1118/H1118/H1118/H1118/H11181,004,334 0.75% 1,004,334 – 0.62%
– Panlin Y uesheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118817,455 0.61% 817,455 – 0.51%
– Panlong Investment /H1118/H1118/H1118/H1118/H1118817,455 0.61% 817,455 – 0.51%
– Panlin Hongyu /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118782,695 0.58% 782,695 – 0.48%
Wise Vigour /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,714,881 6.49% 8,714,881 – 5.39%
Kunshan Investment /H1118/H1118/H1118/H1118/H1118/H1118/H11188,472,535 6.31% 8,472,535 – 5.24%
– Small Nucleic Acid
Research Institute /H1118/H1118/H1118/H1118/H1118/H11183,224,973 2.40% 3,224,973 – 1.99%
– Kunshan Hi-tech V enture /H1118/H1118 2,553,454 1.90% 2,553,454 – 1.58%
– Kunshan Guoke /H1118/H1118/H1118/H1118/H1118/H1118/H11181,877,862 1.40% 1,877,862 – 1.16%
HISTORY AND CORPORATE STRUCTURE
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Name of Shareholder
As of the
Latest Practicable Date
Immediately upon completion of the
Global Offering (assuming the
Offer Size Adjustment Option and the
Over-allotment Option are not exercised
and no Shares are issued under the
Pre-IPO Share Option Scheme)
Number of
Shares
%a st ot h e
total issued
share capital
of our
Company
Number of Shares
%a st ot h e
total issued
share capital
of our
CompanyH Shares
Unlisted
Shares
– Kunshan Gongyan /H1118/H1118/H1118/H1118/H1118/H1118816,246 0.61% 816,246 – 0.50%
Ionis /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,634,247 5.69% 7,634,247 – 4.72%
Shenzhen Yilong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,297,338 4.69% 6,297,338 – 3.89%
Jiyuan Y uanxing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,239,889 3.90% 5,239,889 – 3.24%
Trinity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,070,991 3.03% 4,070,991 – 2.52%
– Haihe Asymchem Fund /H1118/H1118 1,949,716 1.45% 1,949,716 – 1.21%
– Trinity Zhongzhi /H1118/H1118/H1118/H1118/H1118/H1118/H1118878,766 0.65% 878,766 – 0.54%
– Trinity Zhongzhi II /H1118/H1118/H1118/H1118/H1118537,055 0.40% 537,055 – 0.33%
– Trinity UCSF /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118347,418 0.26% 347,418 – 0.21%
– TIF /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118358,036 0.27% 358,036 – 0.22%
CICC Fund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,075,370 2.29% 3,075,370 – 1.90%
– CICC Biomedical Fund /H1118/H1118/H11182,091,741 1.56% 2,091,741 – 1.29%
– Ningbo Qirui /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118983,629 0.73% 983,629 – 0.61%
CR V enture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,133,099 1.59% 2,133,099 – 1.32%
YRD Investment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,969,908 1.47% 1,969,908 – 1.22%
Mr. LIU Guoping /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,899,525 1.42% 1,899,525 – 1.17%
Jiaxing Futong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,881,880 1.40% 1,881,880 – 1.16%
Jinan Mingxin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,864,127 1.39% 1,864,127 – 1.15%
Zhuhai Qiheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,852,159 1.38% 1,852,159 – 1.15%
Chouqin Investment /H1118/H1118/H1118/H1118/H1118/H1118/H11181,657,275 1.23% 1,657,275 – 1.02%
– Wenzhou Chouqin /H1118/H1118/H1118/H1118/H1118/H11181,318,973 0.98% 1,318,973 – 0.82%
– Chouqin Tiancheng /H1118/H1118/H1118/H1118/H1118338,302 0.25% 338,302 – 0.21%
Legend Investment /H1118/H1118/H1118/H1118/H1118/H1118/H11181,554,773 1.16% 1,554,773 – 0.96%
– Legend Star /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118687,302 0.51% 687,302 – 0.43%
– Wuxi Xingxi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118867,471 0.65% 867,471 – 0.54%
Co-way Investment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,412,895 1.05% 1,412,895 – 0.87%
– Co-way Yintian /H1118/H1118/H1118/H1118/H1118/H1118/H11181,045,869 0.78% 1,045,869 – 0.65%
– Jiaxing Xiangtian /H1118/H1118/H1118/H1118/H1118/H1118367,026 0.27% 367,026 – 0.23%
Daxie Y ungong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,367,837 1.02% 1,367,837 – 0.85%
Zhulu Consultation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,181,943 0.88% 1,181,943 – 0.73%
Qirong V enture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,165,617 0.87% 1,165,617 – 0.72%
– Qidi Rongchuang /H1118/H1118/H1118/H1118/H1118/H11181,026,853 0.77% 1,026,853 – 0.64%
– Zhuhai Rongqian /H1118/H1118/H1118/H1118/H1118/H1118138,764 0.10% 138,764 – 0.09%
Langma Capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,136,058 0.85% 1,136,058 – 0.70%
– Langma Twenty /H1118/H1118/H1118/H1118/H1118/H1118/H1118197,573 0.15% 197,573 – 0.12%
– Langma Thirty-Two /H1118/H1118/H1118/H1118/H1118136,075 0.10% 136,075 – 0.08%
– Langma Ninety-Five /H1118/H1118/H1118/H1118561,687 0.42% 561,687 – 0.35%
– Langma Ninety-Six /H1118/H1118/H1118/H1118/H1118240,723 0.18% 240,723 – 0.15%
Mr. William Wong /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118895,091 0.67% 895,091 – 0.55%
Boyuan Huizhi /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118848,299 0.63% 848,299 – 0.52%
HISTORY AND CORPORATE STRUCTURE
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--- page 267 ---
Name of Shareholder
As of the
Latest Practicable Date
Immediately upon completion of the
Global Offering (assuming the
Offer Size Adjustment Option and the
Over-allotment Option are not exercised
and no Shares are issued under the
Pre-IPO Share Option Scheme)
Number of
Shares
%a st ot h e
total issued
share capital
of our
Company
Number of Shares
%a st ot h e
total issued
share capital
of our
CompanyH Shares
Unlisted
Shares
Rixir /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118816,246 0.61% 816,246 – 0.50%
Hongtao Capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118787,964 0.59% 787,964 – 0.49%
– Hongtao Y ouxuan /H1118/H1118/H1118/H1118/H1118/H1118697,248 0.52% 697,248 – 0.43%
– Hongtao Jiaxin /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111890,716 0.07% 90,716 – 0.06%
Mr. Claes Robert
Wahlestedt (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118712,500 0.53% 712,500 – 0.44%
Mr. Joseph Wade Collard (3) /H1118/H1118 712,500 0.53% 712,500 – 0.44%
Xinsu Ronghe /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118613,092 0.46% 613,092 – 0.38%
Blue Ocean Investment /H1118/H1118/H1118/H1118554,287 0.41% 554,287 – 0.34%
Shuangyu Investment /H1118/H1118/H1118/H1118/H1118541,674 0.40% 541,674 – 0.34%
Worldstar Global /H1118/H1118/H1118/H1118/H1118/H1118/H1118501,506 0.37% 501,506 – 0.31%
Shenzhen Xinchuang /H1118/H1118/H1118/H1118/H1118401,205 0.30% 401,205 – 0.25%
Shanghai Bluestone /H1118/H1118/H1118/H1118/H1118/H1118389,151 0.29% 389,151 – 0.24%
Chuangyuanyuan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118382,268 0.28% 382,268 – 0.24%
Muxin Health /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118300,904 0.22% 300,904 – 0.19%
Ms. CHEN Chi Nga /H1118/H1118/H1118/H1118/H1118/H1118268,527 0.20% 268,527 – 0.17%
Mr. LI Xiaofeng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118267,470 0.20% 267,470 – 0.17%
Mr. MI Zhongye /H1118/H1118/H1118/H1118/H1118/H1118/H111880,241 0.06% 80,241 – 0.05%
Investors from the
Global Offering /H1118/H1118/H1118/H1118/H1118/H1118– – 27,487,400 – 17.00%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118134,203,110 100.00% 161,690,510 – 100.00%
Notes:
(1) As of the Latest Practicable Date, Dr. ZHANG, the general partner of Kunshan Ruikong, holding
approximately 44.40% partnership interest therein, is responsible for its overall management and is
entitled to exercise the voting rights attaching to the Shares held by Kunshan Ruikong. As of the Latest
Practicable Date, Kunshan Ruikong had seven limited partners, including Ms. MO Hua and other six
other individual investors who are Independent Third Parties and had confidence in our Group’s future
development and commercialization. None of the limited partners held more than 30% partnership
interest in Kunshan Ruikong.
(2) As of the Latest Practicable Date, Dr. LIANG, the general partner of Kunshan Ruiji, holding
approximately 38.67% partnership interest therein, is responsible for its overall management and is
entitled to exercise the voting rights attaching to the Shares held by Kunshan Ruiji. As of the Latest
Practicable Date, Kunshan Ruiji had 16 limited partners, including Dr. GAO Shan, our senior vice
president and chief scientific officer and other 13 current or former employees and two individual
investors (directly or indirectly through a shareholding entity), being Independent Third Parties who had
confidence in our Group’s future development and commercialization.
(3) In May 2020, Mr. Claes Robert Wahlestedt transferred RMB237,500 registered capital of our Company
held by him to Mr. Joseph Wade Collard at nil consideration to terminate a nominee shareholding
arrangement between them and restore Mr. Joseph Wade Collard’s actual shareholding in the Company.
HISTORY AND CORPORATE STRUCTURE
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--- page 268 ---
OUR SHAREHOLDING AND CORPORATE STRUCTURE
Immediately Prior to the Global Offering
The following chart sets forth our corporate and shareholding structure immediately prior to the Global Offering:
50.29%
100%
100%
100%
100%
65.29%
Our Company
(PRC)
Beijing RiboCure
(PRC)
Ribo HK
(Hong Kong)
Kunshan
RiboCure
(PRC)
Ribo Australia
(Australia)
RiboCure AB(4)
(Sweden)
Azemidite(4)
(PRC)
Concert Party Arrangement
FIIF(2)
Wise Vigour(2)Panlin(2)
General
Partner
General
Partner
General
Partner
General
Partner
4.13% 1.06% 10.84% 8.08%
2.26%
29.91%
2.12% 1.41%
8.52% 6.69% 6.49%
Dr. LIANG(1) Dr. ZHANG(1) Ms. MO Hua(1) Prof. XI Zhen(1) Prof. ZHANG
Lihe(1)
Kunshan
Ruixing
Kunshan
Ruiman(1)
Kunshan
Ruiji(1)
Kunshan
Ruikong(1)
Ionis(2)
5.69%6.31%
Kunshan
Investment(2) Shenzhen Yilong(2)
4.69%
Other Existing
Minority
Shareholders(3)
31.70%
100%
Shandong Ribotek
(PRC)
100%
Shenzhen Ribotek
(PRC)
HISTORY AND CORPORATE STRUCTURE
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--- page 269 ---
Notes:
(1) As of the Latest Practicable Date, the Concert Parties, which constituted our Single Largest Group of Shareholders, collectively held 29.91% sha reholding of our Company. For
details, see the section headed “Relationship with Our Single Largest Group of Shareholders” of this prospectus.
(2) See “— Pre-IPO Investments — Information Relating to Our Major Pre-IPO Investors” for the details of FIIF, Wise Vigour, Panlin, Ionis, Kunshan Inv estment and Shenzhen
Yilong.
(3) Representing 39 existing minority Shareholders and each of them held less than 5.00% shareholding of our Company as of the Latest Practicable Date . For details, see “— Our
Capitalization” above.
(4) See “— Our Subsidiaries” for the details for the remaining shareholding details of Azemidite and RiboCure AB.
HISTORY AND CORPORATE STRUCTURE
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--- page 270 ---
Immediately Upon Completion of the Global Offering
The following chart sets forth our corporate and shareholding structure immediately upon completion of the Global Offering, assuming the
Offer Size Adjustment Option and the Over-allotment Option are not exercised and no Shares are issued under the Pre-IPO Share Option Scheme:
50.29%
100%
100%
65.29%
Our Company
(PRC)
Kunshan
RiboCure
(PRC)
Ribo Australia
(Australia)
RiboCure AB(4)
(Sweden)
Azemidite(4)
(PRC)
100%
100%
Beijing RiboCure
(PRC)
Ribo HK
(Hong Kong)
Concert Party Arrangement
FIIF(2)
Wise Vigour(2)Panlin(2)
Other Existing
Minority
Shareholders(3)
Global Offering
Shareholders
General
Partner
General
Partner
General
Partner
General
Partner
3.43% 0.88% 9.00% 6.71%
1.88% 1.76% 1.17%
24.82%
7.07% 5.55% 5.39% 26.32% 17.00%
Dr. LIANG(1) Dr. ZHANG(1) Ms. MO Hua(1) Prof. XI Zhen(1) Prof. ZHANG
Lihe(1)
Kunshan
Ruixing
Kunshan
Ruiman(1)
Kunshan
Ruiji(1)
Kunshan
Ruikong(1)
Ionis(2)
4.72%5.24%
Kunshan
Investment(2) Shenzhen Yilong(2)
3.89%
100%
Shandong Ribotek
(PRC)
100%
Shenzhen Ribotek
(PRC)
HISTORY AND CORPORATE STRUCTURE
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--- page 271 ---
Notes:
(1) Immediately following completion of the Global Offering, the Concert Parties, collectively held 24.82% shareholding of our Company. For detail s, see the section headed
“Relationship with Our Single Largest Group of Shareholders” of this prospectus.
(2) See “— Pre-IPO Investments — Information Relating to Our Major Pre-IPO Investors” for the details of FIIF, Wise Vigour, Panlin, Ionis, Kunshan Inv estment and Shenzhen
Yilong.
(3) Representing 39 existing minority Shareholders and each of them held less than 4.00% shareholding of our Company immediately upon completion of t he Global Offering,
assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised and no Shares are issued under the Pre-IPO Share Option Sche me. For details, see
“— Our Capitalization” above.
(4) See “— Our Subsidiaries” for the details for the remaining shareholding details of Azemidite and RiboCure AB.
HISTORY AND CORPORATE STRUCTURE
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--- page 272 ---
OVERVIEW
Who we are. We are a biopharmaceutical company engaged in oligonucleotide research
and development, with a focus on siRNA therapeutics. We began our journey in 2007 as one
of the pioneers in this field, with a mission to spearhead the development of these novel
therapeutics to revolutionize the treatment of diseases with unmet needs, including
cardiovascular, metabolic, renal and liver diseases. Through our dedicated efforts, we aim to
redefine patient care and improve the lives of millions affected by these debilitating conditions.
Our market opportunities. The ability to develop therapeutics that effectively interact
with disease-causing proteins remains one of the greatest challenges in modern medicine.
According to Frost & Sullivan, only approximately 15% of the estimated 20,000 human
proteins are considered “druggable” by conventional small-molecule drugs. While antibody
drugs have expanded this range to a certain degree, they remain limited to proteins on the cell
surface and cannot access intracellular proteins that represent approximately 80% of all
proteins in the human body. Currently approved therapeutics specifically address fewer than
700 human proteins. This renders the vast majority of disease-causing proteins unable to be
effectively addressed through small molecule drugs and antibody therapeutics, making them
essentially “undruggable.”
The discovery and advancement of oligonucleotide therapeutics have transformed the
way we treat diseases, offering a precise and potent approach, including by targeting
inaccessible proteins inside cells and disease pathways that were previously considered
undruggable. In particular, by harnessing the power of RNA interference, siRNA therapeutics
have demonstrated differentiated advantages, with enhanced specificity, potency and duration
of effect, favorable safety profile, as well as increased development speed and success rate due
to its enhanced technological modularity. Since the first siRNA drug approval in 2018, waves
of technological advancements such as the development and maturity of GalNAc technology
for liver targeting have propelled the industry forward at growth rates that outpace many other
treatment modalities. In 2024, the global oligonucleotide therapeutics market was valued at
US$5.1 billion and is expected to reach US$18.6 billion and US$49.4 billion in 2029 and 2034,
respectively, representing a CAGR of 29.5% from 2024 to 2029 and 21.6% from 2029 to 2034.
Oligonucleotide therapeutics are now eagerly pursued by global MNCs, highlighted by notable
licensing and partnership deals in recent years. As the field progresses, oligonucleotide
therapeutics are expanding from rare diseases towards more common chronic conditions. The
development of extra-hepatic delivery technology further overcomes the limitations of
liver-targeted approaches, making the treatment of more diseases possible and demonstrating
the immense value and potential of this groundbreaking treatment modality.
Our technology prowess. Through nearly two decades of dedicated research, we have
built integrated proprietary technology platforms tailored to oligonucleotide therapeutics,
supported by a robust intellectual property portfolio in RNA interference (RNAi) technology
worldwide. These platforms encompass the entire drug development cycle, from drug design,
delivery, modification to CMC and manufacturing, serving as a solid foundation for our
potential first- and best-in-class oligonucleotide therapeutics.
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Notably, we are one of the few players worldwide with proprietary and clinically
validated GalNAc delivery technology. This technology, based on the specific delivery of
siRNA drugs, has enhanced therapeutic efficacy and improved safety, and is revolutionizing the
therapeutic paradigm of innovative drugs. Our liver-targeted RiboGalSTAR
TM delivery
technology, the cornerstone of numerous pipeline assets, addresses a critical challenge in
siRNA therapeutics: efficient and specific delivery. GalNAc-siRNA conjugates derived from
the RiboGalSTAR
TM platform selectively bind to asialoglycoprotein receptors (“ASGPRs”),
which are abundantly expressed on the surfaces of liver cells, providing high liver-targeting
specificity.
RiboGalSTAR
TM is the first and only China-developed RNAi technology platform
out-licensed to a global MNC. Our strategic partnership with Boehringer Ingelheim formed in
2023 speaks not only to the global leadership and recognition of our technologies, but also the
potential of our platform technology in continued value creation. In addition to
RiboGalSTAR
TM, we are extending our technologies to other critical organs and tissues such
as solid tumors, kidney, CNS, and metabolic tissues such as adipocytes and muscles to broaden
our pipeline across multiple disease domains.
Our rich pipeline. We are at the forefront of oligonucleotide drug innovation focused on
cardiovascular, metabolic, renal and liver diseases, as well as other therapeutic areas. These
key therapeutic areas represent areas of significant global medical burden with limited
treatment options, and involve underlying pathogenic mechanisms that are aligned with the
targeting capabilities of our technology platforms.
The pipeline chart below summarizes the development status of our clinical-stage drug
candidates and selected preclinical assets. All drug candidates listed in this pipeline chart were
discovered internally by our research and development team. Leveraging our RiboGalSTAR
TM
platform equipped with proprietary and clinically validated GalNAc delivery technology, we
have consistently advanced siRNA programs in-house from discovery through clinical
development across cardiovascular, metabolic, renal and liver diseases. For details, see “—
Research and Development.”
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Preclinical IND-Enabling Phase I Phase II Phase III Commercial Rights Jurisdictions*
Global
Global
Global (ex-China)1
Global
Global
Global
Global
Global
Global
Global
Therapeutic Area Compound Indication
Cardiovascular,
Metabolic and
Renal Diseases
FXI Thrombotic Diseases
APOC3 Hypertriglyceridemia
RBD7022 PCSK9 Hypercholesterolemia
RBD7007 C5 Renal Diseases 2
RBD2080 C3 Renal Diseases 2
RBD1119 Thrombosis-
related Factor Thrombotic Diseases
SR122 Lipid Lowering Dyslipidemia
RBD3103 Anti-renal Injury Renal Diseases
Liver Diseases HBV-X
CHB
CHD
RBD4059
RBD5044
RBD1016
3
4
5
6
EU, China, U.S.
EU, U.S.
EU, China, U.S.
EU, China, U.S.
EU, China, U.S.
N/A
N/A
EU, China, U.S.
EU, China, U.S.
EU, China, U.S.
Target/MoA
GlobalOther Therapeutic
Areas RBD8088 Conjugated
Anti-tumor Agent Glioma
Core Product
N/A
Notes:
* Key jurisdictions in which the drug candidates are being developed and/or planned to be commercialized. Preclinical assets are not yet assigned spe cific jurisdictions and are
instead marked “N/A” given their early development stage.
1. In December 2023, we granted Qilu Pharmaceutical Co., Ltd. (“Qilu Pharmaceutical”) exclusive rights to develop, manufacture, and commercialize RBD7022 in mainland China,
Hong Kong, and Macau. See “— Licensing and Collaboration Arrangements — License and Collaboration Agreement with Qilu Pharmaceutical.”
Subject to regulatory communications and emerging clinical data, we plan to initiate clinical trials in the EU to evaluate RBD7022 in combination wit h our other siRNA drug
candidates targeting dyslipidemia.
2. RBD7007 and RBD2080 are also under investigation as a potential treatment for autoimmune diseases.
3. As of the Latest Practicable Date, all patients in RBD4059’s phase 2a trial for coronary artery disease in Sweden had completed treatment and were in the safety follow-up period.
4. RBD5044’s CTA to the EMA for phase 2 trial was approved in October 2024. This phase 2 trial was initiated in Sweden in January 2025 in patients with mixe d dyslipidemia.
5. We have completed RBD1016’s phase 2 global MRCT for treating CHB, with the last patient’s final visit achieved in October 2025, and are currently fin alizing data analysis
for this trial. Subject to regulatory communications and emerging clinical data, we plan to advance RBD1016’s clinical development in China in colla boration with external
partners to actively investigate its therapeutic potential, including in combination regimens with other hepatitis B therapies such as vaccines.
6. RBD1016’s phase 2a trial for treating CHD was commenced in Sweden in August 2024 and is expected to be completed by the end of 2026.
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We are actively advancing our drug pipeline in each key therapeutic area:
 Cardiovascular, metabolic and renal diseases. Cardiovascular, metabolic and renal
diseases are chronic conditions affecting vast patient populations worldwide. These
interconnected diseases involve multiple organs and systems, with the liver serving
as a key metabolic hub in their development and progression. Given the liver’s
central role in regulating many disease pathways, our liver-targeting pipeline,
powered by our proprietary RiboGalSTAR
TM delivery technology, offers a treatment
approach to these widespread conditions.
We are developing a comprehensive siRNA franchise for the treatment of thrombosis
and dyslipidemia, represented by our Core Product RBD4059 and two other pipeline
assets, RBD5044 and RBD7022, all currently in phase 2 clinical trials. Leveraging
three targets, namely FXI, APOC3 and PCSK9, our drug franchise provides a
multi-pronged approach to treating these complex diseases with synergistic
potential.
RBD4059 (FXI-targeting siRNA), our Core Product, is the world’s first clinical-
stage siRNA drug that targets thrombotic diseases, according to Frost & Sullivan.
Thrombotic diseases have emerged as one of the leading causes of death worldwide,
claiming over 10 million lives each year. By selectively inhibiting FXI, RBD4059
can potentially reduce the risk of thrombus formation without significantly
increasing bleeding risks, a common limitation of traditional anticoagulants, while
providing long-lasting effects with infrequent dosing to improve patient compliance.
Taken together, RBD4059 represents a therapeutic option to treat and prevent
thrombosis associated with atherosclerotic cardiovascular disease (“ASCVD”) and
other conditions associated with abnormal clot formation, such as atrial fibrillation,
cancer-associated thrombosis, and venous thromboembolism.
We completed RBD4059’s phase 1 trial in Australia in healthy subjects in October
2024 and obtained the EMA ’s CTA approval in May 2024, pursuant to which we
initiated RBD4059’s phase 2a clinical trial in Sweden in August 2024. All patients
in the phase 2a trial have completed treatment and are currently in the safety
follow-up period. See “— Our Pipeline — Cardiovascular, Metabolic and Renal
Diseases — RBD4059” for details.
Meanwhile, RBD5044 (APOC3-targeting siRNA) and RBD7022 (PCSK9-targeting
siRNA) are two assets designed for the treatment of hypertriglyceridemia (“HTG”)
and hypercholesterolemia, respectively — two common forms of dyslipidemia that
significantly contribute to cardiovascular and metabolic diseases. Strategically,
RBD5044 and RBD7022 serve as complementary monotherapies within our broader
dyslipidemia portfolio. While each addresses distinct aspects of dyslipidemia
independently, their combined use offers the potential for enhanced lipid
management by addressing both elevated triglycerides and cholesterol levels.
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We have completed RBD5044’s phase 1 trial in Australia and submitted a CTA to
EMA for RBD5044’s phase 2 trial, which was approved in October 2024. This phase
2 trial is currently ongoing in Sweden in patients with mixed dyslipidemia. We
obtained an IND approval from the NMPA for RBD7022 in September 2022 and
completed the phase 1 trial of RBD7022 in March 2025 in China. Se e“—O u r
Pipeline — Cardiovascular, Metabolic and Renal Diseases — RBD5044” and “—
Our Pipeline — Cardiovascular, Metabolic and Renal Diseases — RBD7022” for
details.
Cardiometabolic diseases have a well-established association with renal disorders,
wherein inflammation and autoimmunity play pivotal roles. To address these
interrelated pathologies, we have established a complement factor pipeline to target
various renal and autoimmune diseases. Dysfunctions in the complement system can
lead to tissue damage and inflammation, contributing to complement-mediated renal
and autoimmune conditions such as IgA nephropathy (“IgAN”). Our GalNAc-
conjugated siRNA candidates RBD7007 and RBD2080 are engineered to
specifically target complement proteins in liver cells — the primary site of their
production. This approach effectively reduces the levels of these complement
proteins at their source and in circulation.
We obtained the CTA approval from the EMA in September 2024 to initiate
RBD7007’s phase 1 clinical trial. For RBD2080, we received the TGA ’s
acknowledgment of our clinical trial notification in February 2025. Se e“—O u r
Pipeline — Cardiovascular, Metabolic and Renal Diseases — RBD7007 and
RBD2080” for details.
 Liver diseases. Despite medical advances, the treatment of liver diseases remains
challenging. The inability of traditional treatments to target intracellular pathways
within liver cells, coupled with severe side effects from systemic exposure, has left
unmet need in the treatment of liver diseases and their complications, which account
for approximately two million deaths annually. Our liver-targeted RiboGalSTAR
TM
delivery technology is designed to enable siRNA therapies to leverage intracellular
pathways which were previously considered undruggable.
Our liver disease strategy concentrates on two therapeutic areas with medical needs:
chronic viral hepatitis, including chronic hepatitis B (“CHB”) and chronic hepatitis
D (“CHD”), and metabolic dysfunction-associated steatohepatitis (“MASH”),
particularly advanced diseases.
Our liver disease pipeline is led by RBD1016 , an siRNA candidate in global clinical
development for patients with chronic hepatitis B Virus (“HBV”) infection,
including those with hepatitis D virus (“HDV”) co-infection. Current antiviral
therapies, primarily interferons and nucleoside analogs, are limited with no effective
functional cure. With our liver-targeted RiboGalSTAR
TM delivery technology,
RBD1016 represents a therapeutic opportunity for CHB due to its differentiated
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intracellular mechanism of action that potentially exerts multiple antiviral effects,
particularly the suppression of HBsAg, which is known to cause adverse CHB-
associated liver complications. RBD1016, with its potent and durable effect on
HBsAg, is positioned as a backbone therapy in future combination approaches to
achieve functional cure of CHB, and a differentiated siRNA candidate for CHD.
For MASH, we focus on advanced disease stages, where our RiboGalSTAR
TM
delivery technology can potentially address the lack of effective therapeutics for
fibrosis and inflammation — conditions where systemic treatments not only lack
efficacy but can lead to serious side effects. This approach is exemplified by our
strategic collaboration with Boehringer Ingelheim to develop siRNA drugs targeting
multiple novel disease pathways for the treatment of MASH.
We have completed RBD1016’s phase 2 global MRCT in CHB patients, with the last
patient’s final visit achieved in October 2025, and are finalizing data analysis for
this trial. We received IND approval from the NMPA in October 2024, which enables
us to potentially expand RBD1016’s clinical trials for CHB into China. We also
commenced a phase 2a trial in Sweden in August 2024 to further explore the
therapeutic potential of RBD1016 for treating CHD, with trial completion expected
by the end of 2026. See “— Our Pipeline — Liver Diseases — RBD1016” for
details.
 Other therapeutic areas . We are also developing drug candidates for hereditary
angioedema (“HAE”) and inflammatory diseases based on our RiboGalSTAR
TM
delivery technology. We currently have over 20 other preclinical assets in our
pipeline, including multiple siRNA candidates derived from RiboPepSTAR
TM, our
proprietary platform being developed to target extra-hepatic organs and tissues like
the kidney, CNS, and metabolic tissues such as adipocytes and muscles. Meanwhile,
we have one drug candidate in IND-enabling studies for the treatment of glioma,
leveraging RiboOncoSTAR
TM, our proprietary oncology-focused technology
platform. We believe the agility of our technology platforms presents broad clinical
potential, with the capability to advance two to four assets into clinical stage each
year.
Our global vision and capabilities . We are committed to bringing our oligonucleotide
therapeutics to patients worldwide. As such, we have established globally integrated drug
development capabilities to do so with quality and efficiency. Led by a core scientific team
with over 20 years of experience and insights in the development of oligonucleotide drugs and
other therapeutics, we have obtained IND/CTA approvals from regulatory authorities in key
global markets, while delivering efficient timelines in advancing candidates from target
selection to trial initiation. In 2024 alone, we received five IND/CTA approvals from
competent authorities, including four for phase 2 clinical trials. We are advancing multiple
clinical trials across the globe, including Europe, China and Australia, leveraging the
regulatory pathways of different jurisdictions to accelerate drug development. We have
strategically assembled overseas development teams and established a dedicated clinical trial
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center in Europe, enabling us to efficiently and rapidly advance our drugs through clinical trials
while adhering to the highest international standards. By leveraging our global network,
cutting-edge facilities, and unparalleled expertise, we are poised to revolutionize the
oligonucleotide therapeutics landscape and bring life-changing treatments to patients
worldwide.
Global MNCs have established a strategic footprint in siRNA drugs through partnerships
and collaboration with leading biotech companies, with aggregate deal value exceeding
US$22.2 billion since 2024. The dynamic investment landscape signifies market confidence in
an increasingly mature and validated therapeutic modality, as well as accelerated industry
growth going forward. We secured two collaborations with Boehringer Ingelheim and Qilu
Pharmaceutical, respectively, with over US$2.0 billion in total deal value: we are collaborating
with world-class scientists through a partnership with Boehringer Ingelheim to develop novel
siRNA therapies for MASH using our RiboGalSTAR
TM technology, and with Qilu
Pharmaceutical for RBD7022. These partnerships are recognition of our technology platforms
and pipeline and successful representations of our strategy to extend our clinical and
commercial reach globally and in China.
OUR COMPETITIVE STRENGTHS
We are a global biopharmaceutical company engaged in oligonucleotide research and
development, with a focus on siRNA therapeutics
We have established a robust pipeline of siRNA drugs, with seven in-house discovered
drug assets in clinical trials for seven indications across cardiovascular, metabolic, renal and
liver diseases, including one Core Product, RBD4059 (FXI-targeting siRNA) and three other
siRNA assets in phase 2 clinical trials. We are also advancing over 20 preclinical assets in these
major diseases, as well as cancer, inflammatory diseases and other therapeutic areas.
Oligonucleotide therapeutics are one of the most promising and fastest-growing treatment
modalities in the last decade. siRNA drugs, a major class of oligonucleotide therapeutics, is a
versatile approach that can be applied to a wide range of diseases and molecular targets. The
inherent characteristics of this technology and its trajectory in drug development have shaped
the siRNA drug market, endowing it with distinct features and critical success factors. We are
confident in our ability to thrive in this industry, given our strategic alignment with the key
determinants of success:
 We are leading the iteration of siRNA technology . Targeted delivery and chemical
modification technologies are the most crucial technologies in the success of an
siRNA drug, as they are key determinants of the targeting specificity, potency and
safety of a drug. We are leading the continued iteration of siRNA technology. In
particular, our proprietary liver-targeted RiboGalSTAR
TM platform is a GalNAc
conjugate technology, a current mainstay delivery technology, and is well-validated
by multiple drug candidates that have achieved clinical proof-of-concept. Based on
our experience in RiboGalSTAR
TM, we are extending our know-how to build our
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proprietary oncology-focused RiboOncoSTAR TM and extra-hepatic focused
RiboPepSTAR TM technologies, while leading the upgrade of modification
technologies to achieve improved potency and safety. These technologies serve as a
solid foundation for continued drug discovery and development as we expand our
pipeline within and beyond liver-focused targets and diseases.
 Our modular drug development enables de-risked programs and accelerated
timelines . siRNA drug development is highly modular once key proprietary
technologies are established, allowing for the rapid design, screening and validation
of new siRNA molecules targeting different genes. Armed with a mature and
integrated R&D system with deep MNC experience in target assessment and
validation, translational science, clinical development and CMC, we have been able
to accelerate drug development and increase R&D success at higher rates than many
other drug modalities. Our pipeline demonstrates a robust momentum, with all assets
that entered into IND-enabling studies advancing to phase 1 trials, and all assets that
have completed phase 1 trials to date successfully achieving phase 2 status. We have
obtained IND/CTA approvals from regulatory authorities in key global markets,
while delivering efficient timelines in advancing candidates from target selection to
trial initiation. In 2024 alone, we received five IND/CTA approvals from competent
authorities, including four for phase 2 clinical trials.
 We broaden the clinical applications of oligonucleotide therapeutics to major
chronic diseases . As with many novel drug modalities, early approved
oligonucleotide drugs are primarily indicated for rare diseases and are costly
therapies. By exploring siRNA drugs’ potential to reach previously undruggable
targets in a wide range of diseases, we are driving the development of this modality
for a broad range of common chronic diseases such as cardiovascular, metabolic,
renal and liver diseases, and inflammatory disorders. We believe we are positioned
to accelerate oligonucleotide therapeutics’ expansion beyond rare diseases to
address major public health challenges, making these treatments accessible to
millions of patients worldwide.
 We have a robust competitive moat in a complex IP landscape . As one of the
pioneers in this field, we have built a robust intellectual property portfolio in nucleic
acid-based technology worldwide. As of the Latest Practical Date, we had a total of
473 patents and patent applications globally, covering major jurisdictions such as
China, Europe, the U.S. and Japan, including 255 granted patents and 218 pending
application, in relation to siRNA sequence, chemical modifications, delivery,
molecular structure, combination therapies and clinical applications, among others,
to protect our technologies and drug assets. Our IP moat has solidified our position
in the industry and will continue to be a crucial factor to success.
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End-to-end oligonucleotide therapeutics development and innovation capabilities
Through nearly two decades of continuous innovation, we have established
comprehensive capabilities across all aspects of oligonucleotide drug development, including
world-leading technology platforms, global translational science and clinical development
infrastructure, and advanced system and expertise in CMC development and manufacturing.
This integrated system drives sustained innovation output and accelerates the advancement of
our pipeline programs, supporting seven in-house discovered clinical-stage siRNA candidates
as well as over 20 preclinical programs, with the capability to advance two to four assets into
clinical stage each year.
Proprietary technology platforms spanning the entire drug development process
Our technology platforms encompass all key aspects of oligonucleotide drug
development, from drug delivery, chemical modification, multi-target drug design, to model-
informed drug development, pharmacology research and manufacturing. Our technology is
protected by patents across major jurisdictions including China, Europe, the U.S. and Japan,
positioning us among the few companies globally with comprehensive patent protection in this
field.
We are among a select group of oligonucleotide drug developers worldwide with
proprietary, clinically validated liver-targeting GalNAc delivery technology. Our pioneering,
liver-targeting RiboGalSTAR
TM platform offers competitive targeting, specificity and
efficiency. To date, RiboGalSTAR TM has advanced seven programs into clinical development
across cardiovascular, metabolic, renal and liver diseases, marking it as one of the most
productive GalNAc platforms globally. It continues to be applied in the development of new
targets and indications, including in our strategic partnership with Boehringer Ingelheim to
explore multiple novel targets in MASH.
Extra-hepatic delivery represents the next frontier in oligonucleotide therapeutics.
Building on RiboGalSTAR
TM, we are developing a comprehensive suite of delivery
technologies targeting organs and tissues beyond the liver, including solid tumors, kidney,
CNS, and metabolic tissues such as adipocytes and muscles. We have developed
RiboOncoSTAR
TM, a leading tumor-targeting platform utilizing oligonucleotide-conjugate
delivery technology, to support our development of multiple potentially first-in-class cancer
treatments. Beyond tumor targeting, we are developing RiboPepSTAR
TM to target other critical
tissues and organs. RiboPepSTAR TM has generated superior efficacy in kidney and CNS
delivery compared to existing therapies across multiple disease models, placing us at the
forefront of global oligonucleotide research among leading drug developers.
Our expertise in chemical modification complements our delivery technologies as a core
competitive advantage. Chemical modifications are essential for developing effective
oligonucleotide therapeutics, protecting nucleic acids from degradation while minimizing
off-target effects and immunogenicity. Our proprietary RSC (Ribo Stabilization Chemistry)
platform achieves potent, sustained gene suppression with enhanced target specificity,
significantly improving drug safety and developability. The synergy between RSC and our
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RiboGalSTAR TM delivery technology is demonstrated by the favorable safety profile and
sustained efficacy of RBD4059 and other clinical-stage assets. We have continued to iterate
this technology, featuring broader sequence compatibility and a unique strategy to reduce
off-target effects, and AI-empowered strategies.
Global translational science and clinical development infrastructure
We have established a global R&D system, with a team including over 270 members led
by numerous international experts who served as executives at global MNCs, to match optimal
therapeutic targets with their most promising disease applications, and to accelerate clinical
development to bring innovative oligonucleotide therapeutics to patients worldwide.
Our strong translational science team, led by industry experts with extensive
multinational pharmaceutical experience, employs cutting-edge technologies and AI-driven
approaches empowered by our strategic partners to identify and validate novel disease targets.
In parallel with our clinical trials, we conduct extensive pre-screening and patient
characterization studies to refine inclusion/exclusion criteria and enable precise patient
selection, accelerate subject enrollment, and optimize our biomarker strategy and endpoint
design. This systematic approach strengthens the scientific rigor and efficiency of our clinical
development programs and maximizes the chances of success across our pipeline.
Our global R&D is highlighted by a Sweden-based R&D center, Ribocure AB, which
integrates research facilities with a specialized Clinical Trial Unit (“CTU”), Ribocure Clinic,
that optimizes trial execution while meeting regulatory and ICH standards. We believe that a
dedicated CTU provides stronger clinical management and control, and higher operational and
cost efficiency, enabling us to conduct reliable and high-volume clinical studies. Currently,
Ribocure AB conducts all our ongoing clinical studies in Europe, including two ongoing phase
2 trials run independently by our CTU currently with the capacity to enroll over 100 patients.
We also have a distinguished scientific advisory board of seven world-class scientists with
extensive experience in our therapeutic areas of focus and oligonucleotide drug development.
These experts guide target selection and clinical development strategy of our siRNA pipeline,
strengthening our global competitive position.
World-class oligonucleotide CMC development and manufacturing expertise
We are one of the very few oligonucleotide drug developers worldwide with
comprehensive in-house CMC capabilities, enabling independent drug development from
target identification through clinical development. Our integrated system encompasses
advanced process development, chemical analysis, technology transfer, and regulatory filings,
significantly reducing dependence on third-party service providers such as CDMOs. Our
continuous innovations in CMC technology optimize clinical development processes through
enhanced cost efficiency, quality control and accelerated timelines, enabling us to bridge R&D
and future commercial-scale manufacturing — ultimately paving the way for oligonucleotide
therapeutics to transition from specialty medicines to widely accessible treatment options.
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Our manufacturing capabilities are anchored by our EU QP-certified oligonucleotide drug
substance manufacturing facility in Kunshan, Jiangsu, featuring GMP-compliant
manufacturing line. These facilities can produce 5 kg of drug substance annually, supporting
all development phases from early research through phase 3 trials. Meanwhile, we maintain
analytical capabilities covering method development, study of quality, and GMP-compliant
testing. Furthermore, our global CMC regulatory expertise is demonstrated by the independent
preparation of CMC documentation and clinical trial applications across major jurisdictions.
First clinical-stage siRNA drug globally that targets a broad patient population in
thrombotic diseases
We have independently developed RBD4059, our Core Product and a siRNA drug
candidate for thrombotic diseases, utilizing our proprietary RiboGalSTAR
TM liver-targeting
platform. Thrombotic diseases have emerged as one of the leading causes of death worldwide,
claiming over 10 million lives each year. Current standard-of-care anticoagulants, including
warfarin, heparin, and direct oral anticoagulants (“DOACs”), face significant limitation as they
expose patients to potentially serious bleeding risks.
RBD4059 addresses this challenge by combining the advantages of FXI targeting with
siRNA drug technology, offering significant safety benefits while maintaining strong efficacy.
Based on clinical and preclinical evidence, RBD4059 has demonstrated FXI inhibition levels
that could meet efficacy thresholds across a broad range of indications, while substantially
reducing bleeding risks associated with conventional anticoagulants. Furthermore, the long-
acting nature of siRNA therapeutics offers the potential for significantly improved patient
compliance, positioning RBD4059 as an optimal treatment option for a broad range of
thrombotic disease patients.
RBD4059 is the world’s first clinical-stage siRNA drug that targets thrombotic diseases,
according to Frost & Sullivan. We completed RBD4059’s phase 1 trial in Australia in healthy
subjects in October 2024 and obtained the EMA ’s CTA approval in May 2024, pursuant to
which we initiated RBD4059’s phase 2a clinical trial in Sweden in August 2024. All patients
in this phase 2a trial have completed treatment and are currently in the safety follow-up period.
We believe RBD4059 is differentiated by the following key advantages:
 Potential first-in-class siRNA candidate for thrombotic diseases . RBD4059 is the
world’s first clinical-stage siRNA drug that targets thrombotic diseases, representing
a novel approach to managing thrombotic diseases. RBD4059’s siRNA-based
approach offers distinct advantages over both small molecules and antibodies for
FXI inhibition: unlike small molecule drugs which often require daily dosing,
RBD4059 can achieve sustained reduction in FXI protein and activity with extended
dosing intervals up to several months, while its unique drug mechanism also
eliminates the need for specific antidotes. Compared to protein-based drugs like
antibodies, RBD4059’s synthetic design and liver-targeted delivery reduce the risk
of immune reactions and anti-drug antibodies (ADA). Currently as the most
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advanced siRNA therapy in terms of clinical development progress for thrombotic
diseases globally, RBD4059 showcases the capability of our proprietary
RiboGalSTAR
TM delivery platform to create first-in-class therapeutics.
 Enhanced anticoagulation effects across different clinical settings . It has been
well-established that FXI inhibition levels exceeding 70% effectively reduces
thrombosis formation in human venous thrombosis, with efficacy and safety profiles
superior to standard-of-care treatment. RBD4059 has demonstrated a broad range of
FXI inhibition levels that could meet efficacy thresholds potentially required for
various thromboembolic indications. In our phase 1 clinical trial, RBD4059 showed
strong therapeutic effects, and the mean maximum percentage change from baseline
in FXI activity from the 50 mg, 150 mg, 400 mg, and 600 mg cohorts were 67.5%,
81.0%, 85.8%, and 91.6%, respectively, with a sustained effect observed on day 169.
 Reduced bleeding risks compared to standard-of-care . RBD4059 combines the
advantages of FXI targeting with siRNA drug technology, offering significant safety
benefits while maintaining strong efficacy. Patients receiving conventional
anticoagulant therapies frequently experience various adverse events, including
bleeding, drug interactions, hepatic and renal injury, and allergic reactions. In
RBD4059’s phase 1 clinical trial, no adverse safety signals were identified within
the tested dose ranges. All drug-related treatment-emergent adverse events
(“TEAEs”) reported in the RBD4059 group (16.7%) were injection site reactions.
Additionally, no TEAEs of grade 3 or above, or drug-related serious adverse events
(“SAEs”) were observed, demonstrating RBD4059’s favorable safety profile.
Notably, no signs of increased bleeding have been identified even at inhibition level
exceeding 90%, supporting RBD4059’s potential as a novel hemostatis-sparing
anti-thrombotic therapy.
 Improved patient compliance from long-lasting effects . RBD4059 shows promise
in achieving dosing intervals of up to several months, which significantly enhances
patient adherence to the treatment regimen. Poor patient compliance is one of the
major challenges faced by patients receiving existing antithrombotic therapies.
Compared to current standard-of-care anticoagulants that require dosing every few
hours to days, RBD4059, leveraging the sustained efficacy enabled by our
RiboGalSTAR
TM delivery platform, could offer patients a low-frequency dosing
regimen of once every three to six months, potentially leading to better patient
compliance in chronic thrombotic disease management.
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Differentiated clinical-stage pipeline candidates targeting major diseases worldwide
Besides our Core Product RBD4059, we are advancing other clinical-stage products,
including RBD5044 and RBD1016. Each of these clinical-stage products was developed using
our proprietary RiboGalSTAR
TM liver-targeting delivery platform and represents globally
innovative or emerging therapeutic frontiers, with demonstrated compelling profiles combining
favorable safety data, extended duration of action, and robust efficacy in clinical studies to
date.
The following are the highlights of RBD5044 and RBD1016:
 RBD5044: potential best-in-class siRNA candidate for HTG . RBD5044 is the
second siRNA globally to enter clinical development that targets APOC3, a protein
that plays a critical role in lipid metabolism. Globally, the prevalence of
dyslipidemia in adults is estimated at around 40%, affecting approximately 3.0
billion individuals each year, with HTG (including mixed dyslipidemia) accounting
for approximately 25% of all cases, according to Frost & Sullivan. Current
treatments for HTG are limited by modest efficacy, daily dosing requirements, and
significant side effects such as hepatotoxicity, myopathy, gastrointestinal
disturbances and pancreatitis risk. APOC3-targeting therapies have emerged as a
breakthrough approach by directly inhibiting a key regulator of lipid metabolism,
thereby enhancing the clearance of triglyceride-rich lipoproteins and remnant
cholesterol from the bloodstream. This strategy provides more effective and targeted
management of triglyceride and remnant cholesterol-related cardiovascular risk
compared to LDL cholesterol-focused standard-of-care treatments, as triglyceride
rich particles and remnant particles are increasingly recognized as major
contributors to atherosclerotic plaque formation and vascular damage. To date, no
APOC3-targeting therapeutic has been approved for the treatment of HTG globally.
RBD5044 is uniquely designed to combine APOC3 inhibition with siRNA ’s
long-lasting effects, potentially transforming treatment in this significant disease
area. In preclinical studies, RBD5044 has demonstrated competitive triglyceride-
lowering efficacy while achieving superior APOC3 protein suppression, the latter
suggesting enhanced and more sustained triglyceride control. RBD5044’s
mechanistic advantage has translated into clinical benefits. We presented results
from RBD5044’s phase 1 clinical trial in healthy subjects in Australia at the 2025
European Society of Cardiology (“ESC”) Congress, which demonstrated its
potential and long-acting efficacy. RBD5044’s safety data from its phase 1 trial
showed a favorable safety profile.
Strategically, RBD5044 complements our broader dyslipidemia portfolio, enabling
potential combination approaches that could deliver enhanced lipid control. This
supports the potential of RBD5044 as both a monotherapy and a backbone for
potential combination strategies.
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 RBD1016: siRNA candidate for CHB and CHD in global clinical development.
RBD1016, with its potent and durable effect on HBsAg, is positioned as a backbone
therapy in future combination approaches to achieve functional cure of CHB, and a
differentiated siRNA candidate for CHD.
CHB is the world’s most prevalent liver infection with no major treatment
breakthroughs in the past 20 years. Current antiviral therapies, primarily interferons
and nucleoside analogs, are limited with no effective functional cure. siRNA
represents a therapeutic modality and a potential functional cure for CHB due to its
differentiated intracellular mechanism that potentially exerts multiple antiviral
effects, particularly the suppression of HBsAg, which is known to cause adverse
CHB-associated liver complications. As of the Latest Practicable Date, there were
no siRNA drugs approved for treating CHB globally.
RBD1016’s phase 1 results showed sustained HBsAg reduction following single
administration, with dose-dependent response and favorable safety and tolerability
profile. With CTA approval from the EMA and IND approval from the NMPA
received in May 2023 and October 2024, respectively, we are actively exploring
RBD1016’s potential as a next-generation CHB treatment to achieve functional cure
in the disease. Furthermore, RBD1016’s design and mechanism position it as a
potential treatment for CHD with superior safety and efficacy compared to existing
treatments. We commenced a phase 2a trial in Sweden in August 2024 to further
explore the therapeutic potential of RBD1016 for treating CHD.
Global partnerships on platform and asset level to drive future growth
We firmly believe in the power of strategic and synergistic partnerships to accelerate our
growth and expand the global reach of our groundbreaking therapeutics. As a global biotech
company with well-established technology platforms and a robust pipeline driven by our
outstanding oligonucleotide drug discovery capabilities, we actively seek partnerships that can
broaden the clinical applications of our platforms, expedite the development of high-potential
assets in key jurisdictions with collaboration opportunities in development and
commercialization, and enhance our expertise and capabilities as we evolve into a world-class
global biopharmaceutical company.
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Our experienced global business development team strategically drives value creation
across our pipeline through a flexible development approach, evaluating and pursuing optimal
pathways for each asset. We have secured two collaborations with Boehringer Ingelheim and
Qilu Pharmaceutical, respectively, with over US$2.0 billion in total deal value, validating the
strength of both our technology platforms and drug candidates. These transactions have
become flagship deals in the siRNA industry, showcasing the success and scalability of our
partnership strategy. Key features and advantages of our partnership strategy is set forth below:
 V alidation of our R&D capabilities . Our out-licensing arrangements are strong
validation by global MNCs and leading domestic biopharmaceutical companies of
our technologies, assets, and research and development capabilities. Our partnership
with Boehringer Ingelheim stands out as the sole platform-level partnership between
a China-based biotech company and a global MNC in the RNAi space, and one of
only six siRNA out-licensing deals in 2023 that exceeded US$1.0 billion in value.
 Empowerment by synergistic and complementary qualities of partners .A sa
growing biotech company, we seek to advance our pipeline programs and strengthen
our operating capabilities by working closely with partners with complementary
skillsets and resources. In our partnership with Boehringer Ingelheim, we will be
able to leverage the deep understanding and know-how in liver disease biology of
Boehringer Ingelheim, which would not only benefit the targets and assets under
development in our partnership, but also fuel our own understanding of these
interconnected diseases as we further develop our own pipeline and knowledge base.
We partner with Qilu Pharmaceutical to leverage their strong clinical development
and commercialization experience in China, which will be instrumental to the
successful commercialization of RBD7022 in a key market. Through this
partnership, we expect to gain valuable insights that will benefit the future
commercialization of our pipeline.
 Financial foundation to reinvest in our future . The upfront payments, milestone
payments, and potential royalties from our partnerships provide us with a strong
financial foundation to reinvest in our future growth.By leveraging the financial
resources gained through our partnerships, we can accelerate our internal R&D and
clinical development efforts, pursue additional strategic collaborations, and invest in
the infrastructure necessary to support our long-term growth objectives. This
financial stability and flexibility will help us navigate the dynamic and competitive
landscape of the global biopharmaceutical industry and strive to deliver novel
therapeutics to patients worldwide.
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Seasoned management team with proven track record
We have assembled a management team with extensive multinational pharmaceutical
experience spanning the entire oligonucleotide therapeutic value chain. Together, they bring
decades of proven track record in drug discovery, clinical development, manufacturing,
regulatory affairs, business development and commercialization, including substantial
experience leading drug development programs at global MNCs. Their combination of
scientific expertise, industry experience, and commercial acumen strengthens our competitive
position in the global pharmaceutical landscape.
 Dr. LIANG Zicai, PhD , our founding Chairman and CEO, is a member of our core
strategic group, mainly responsible for our corporate strategy, technological
innovation, and fundraising. Dr. Liang has accumulated over 20 years of pioneering
research in oligonucleotide technologies and RNA therapeutics, yielding
breakthrough advances in siRNA delivery, stabilization, and specificity. A prolific
scholar, he has authored nearly 140 scientific publications and achieved an H-index
of 58, and was the inventor of multiple patents in these fields. Prior to assuming the
role of our full-time CEO in 2017, Dr. Liang held a tenured professorship at Peking
University’s Institute of Molecular Medicine for over a decade, and served as an
associate professor at Karolinska Institutet in Sweden. Notably, Dr. Liang
spearheaded China’s first major siRNA research project under the State High-Tech
Development Plan (ྌ), and has contributed to multiple
national-level research programs over the past two decades. Dr. Liang also serves on
the board of several prominent nucleic acid-focused societies and committees, and
his groundbreaking work has been fundamental in advancing China’s
oligonucleotide therapeutics industry.
 Dr. GAN Liming, MD, PhD , our co-CEO, Global R&D President and Chief
Medical Officer, is a member of our core strategic group, responsible for our overall
R&D strategy and operation, pipeline development and business development
activities. Dr. Gan is an internationally acclaimed pharmaceutical expert with over
20 years of expertise in drug discovery, translational science, global clinical
development and cross-border collaborations. Prior to joining us, Dr. Gan had led
and overseen numerous early-phase and proof-of-concept MRCTs in his role as head
and global vice president of clinical development at AstraZeneca in cardiovascular,
renal, liver diseases and metabolism. In particular, he is a pioneer in the
development of first- and best-in-class oligonucleotide therapeutics and other
nucleic acid-based drugs. Notably, he orchestrated the world’s first clinical trial with
chemically modified mRNA, marking a key advancement in nucleic acid-based
therapeutics. Dr. Gan is also the CEO of Ribocure AB, our global R&D center.
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 Dr. ZHANG Hongyan, PhD , our founding President, is a member of our core
strategic group, responsible for our overall corporate operation. Dr. Zhang brings
her unique blend of scientific expertise and entrepreneurial acumen to our leadership
team. After obtaining her PhD in molecular biology from Uppsala University,
Sweden in 1996 and completing her postdoctoral research at Y ale University, Dr.
Zhang continued her career as a distinguished researcher at the Karolinska Institutet.
She successfully founded two oligonucleotide-focused biotechnology companies in
Sweden before becoming our founding President in 2007. With over two decades of
entrepreneurial experience and extensive expertise in oligonucleotide research and
therapeutic development, Dr. Zhang has played a pivotal role in our transformation
over the years, leading the establishment of our comprehensive innovation
capabilities and rich pipeline of oligonucleotide therapeutics.
 Dr. John TAYLOR, PhD , our Vice President and Global Head of Business
Development, has over 25 years of experience in the global biopharmaceutical
industry and an academic background in DNA-protein recognition and biochemistry.
Dr. Taylor worked in Business Development at AstraZeneca leading search and
evaluation and executing transactions. He has also worked for Pfizer Global
Research and Development conducting innovative R&D and leading projects. Dr.
Taylor’s accomplished record in forging strategic partnerships and well-established
connections across the pharmaceutical, biotechnology, and academic landscapes
have been instrumental to our global collaboration initiatives.
 Dr. TONG Cheng, PhD , our Executive Vice President, is primarily responsible for
leading the implementation of our product development strategies, our preclinical
research, CMC development and manufacturing capacities. Dr. Tong has been
instrumental in building our highly efficient, integrated global R&D infrastructure
and CMC capabilities in oligonucleotide therapeutics. Before joining us in 2016, Dr.
Tong spent 15 years at Pfizer Inc., where he held various senior scientific and
leadership positions within this global MNC’s worldwide R&D organization,
including senior director roles in pharmaceutical sciences, and general manager of
Hisun-Pfizer Pharmaceuticals R&D Center. As a recognized industry leader, Dr.
Tong served as the chair and board member of the International Society for
Pharmaceutical Engineering (ISPE) China and the chair of the APEC Asia-Pacific
Council of the ISPE.
 Dr. GAO Shan, MD, PhD , our Senior Vice President and Chief Scientific Officer,
has co-led the development of our groundbreaking technology such as RNA
modification and delivery technology platforms. He is responsible for the preclinical
studies of our pipeline candidates, from drug discovery, pharmacological studies to
translational science. Dr. Gao’s distinguished career includes roles as a senior
researcher and associate professor at the Institute of Molecular Biology and
Nanoscience Research Center at Aarhus University, Denmark, where he made
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significant contributions to nucleic acid-based technologies and oncology research.
Additionally, he has over a decade of clinical experience at the Hospital of
Stomatology, Tianjin Medical University.
 Dr. Anders GABRIELSEN, MD, DMSc , our Vice President and Head of Global
Clinical Development, is an experienced physician-scientist with over a decade of
industry expertise in the cardiovascular, renal, and metabolism therapy area. Trained
as a cardiologist and internist at the Karolinska Institutet and Karolinska University
Hospital, Sweden, Dr. Gabrielsen specializes in heart failure and has played key
roles in core clinical teams across all aspects of cardiology and internal medicine,
with a focus on translational cardiovascular science. Dr. Gabrielsen’s work spans
multiple mechanisms of action, indications, and product launches, with global
industry experience from leading MNCs such as Bayer, Novartis, and AstraZeneca.
Most recently, at AstraZeneca, he served as executive group director for early
clinical development, where he was responsible for overseeing clinical activities in
cardiovascular and heart failure projects.
 Mr. ZHANG Su, our Chief Financial Officer, brings over two decades of strategic
and financial leadership across global investment banks, leading healthcare
institutions and listed pharmaceutical companies. His deep expertise spans equity
research, corporate finance and capital market operations, with a strong track record
in driving value creation and investment decisions. Prior to joining us, Mr. Zhang
served as chief financial officer of Wuhan Neurophth Biotechnology and Ascentage
Pharma, where he led corporate strategy and financing initiatives. He also held
capital market roles at BNP Paribas and Standard Chartered Bank earlier in his
career, focusing on healthcare equity research across Greater China.
OUR BUSINESS STRATEGIES
As a globally leading developer of oligonucleotide therapeutics, we are leveraging our
pioneering technology and solid expertise to become a global biopharmaceutical company. Our
goal is to integrate all key stages of end-to-end oligonucleotide drug development. We aim to
develop accessible, potentially first-in-class or best-in-class treatment options that address
unmet medical needs for patients worldwide, driving forward our vision of becoming a globally
leading pharmaceutical company dedicated to innovative oligonucleotide therapeutics.
To achieve our vision, we plan to rapidly advance the development of our Core Product
and other pipeline candidates. We also aim to solidify our technology platforms, expand our IP
portfolio, and further enhance our integrated CMC and manufacturing capabilities. Through the
dual approaches of collaboration and in-house development, we strive to maximize the
commercial value of our drug candidates, while pursuing sustainable growth through global
business development and strategic partnerships.
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Accelerate the global development and commercialization of lead drug candidates
Leveraging our global clinical development and multi-regional regulatory capabilities, we
are rapidly advancing our lead drug candidates toward regulatory approval to achieve early
commercialization. We have strategically focused on two key therapeutic areas —
cardiovascular, metabolic and renal diseases, and liver diseases, which we plan to advance as
elaborated below.
Cardiovascular, metabolic, and renal diseases . We plan to prioritize the development of
our siRNA drug candidates for the treatment of cardiovascular, metabolic, and renal diseases,
which present substantial market opportunities as a result of unmet medical needs.
 RBD4059. We are rapidly advancing RBD4059 as a potential first-in-class siRNA
for thrombotic diseases. In addition to its phase 2a clinical trial for the treatment of
coronary artery disease in Sweden, we expect to initiate phase 2b trials for RBD4059
in 2026 to expand further into new indications, with results intended to support
advancement to phase 3. We are actively planning the next phase of clinical trials for
RBD4059 in targeted patient populations.
 RBD5044. We are advancing RBD5044 as a potential best-in-class APOC3 targeting
siRNA for HTG. We initiated a phase 1 clinical trial in Australia in November 2022
and completed this trial in October 2024. We submitted a CTA to EMA for
RBD5044’s phase 2 trial, which was approved in October 2024, and initiated this
clinical trial in Sweden in January 2025 in patients with mixed dyslipidemia.
Liver diseases . Within our liver disease focus, RBD1016 is positioned as a backbone
therapy in future combination approaches to achieve functional cure of CHB, and a
differentiated siRNA candidate for CHD. We have completed RBD1016’s phase 2 global
MRCT for treating CHB in Sweden and Hong Kong, and are currently finalizing data analysis
for this trial. We received IND approval from the NMPA in October 2024, which enables us to
potentially expand RBD1016’s clinical trials for CHB into China. Subject to clinical progress
and regulatory communications, we plan to initiate a global MRCT to evaluate the potential of
RBD1016 in combination therapy, which will include clinical sites in China. We are also
exploring the therapeutic potential of RBD1016 for treating CHD and commenced a phase 2a
trial in Sweden in August 2024, with trial completion expected by the end of 2026.
We have developed a comprehensive clinical development strategy that selects trial
jurisdictions based on each candidate’s therapeutic and commercial potential, taking into
account factors such as regulatory pathway optimization, patient population and enrollment
challenges, and cost efficiency. For RBD4059, our Core Product positioned to become the first
approved siRNA therapy globally for thrombotic diseases, we prioritize regions with efficient
regulatory pathways, starting with Australia and currently focused on Sweden and other
European regions. RBD4059 is also our first siRNA candidate with its phase 2 trial run
independently at our Sweden-based CTU, Ribocure Clinic, enabling us to leverage our
in-house clinical management capability to enhance quality control and operational efficiency.
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For RBD1016, our product targeting one of the world’s most prevalent chronic diseases, we
target regions with high hepatitis B prevalence rates and significant need for innovative
treatments. We select locations where viral characteristics in patients can be clearly identified,
allowing us to better match treatments to specific patient needs. This flexible and tailored
approach ensures each program advances through strategically optimized routes while
maintaining operational efficiency across our portfolio.
Advance the development of extra-hepatic oligonucleotide drug development and enhance
CMC and manufacturing capabilities
The delivery system is a crucial element that has driven the development and iteration of
innovative oligonucleotide therapeutics. We have built a cutting-edge model-informed
oligonucleotide drug development platform and strong translational science capabilities that
have enabled our development of RiboGalSTAR
TM, validated by seven clinical-stage drug
candidates and our partnership with Boehringer Ingelheim. In addition, we have a deep pool
of early-stage programs and aim to advance two to four programs into clinical stage each year,
broadening our liver-targeted pipeline.
We aim to unlock the value of RNAi technology by developing delivery technologies
beyond the liver, targeting other organs and tissues such as solid tumors, kidney, CNS, and
metabolic tissues such as adipocytes and muscles. In doing so, we have made significant
progress in discovering and designing differentiated extra-hepatic oligonucleotide drug
candidates. We will continue to advance our technologies to expand our therapeutic reach
beyond the liver, addressing previously inaccessible disease targets.
 RiboOncoSTAR
TM is our novel tumor-targeted delivery technology platform,
through which we are developing novel targeted therapies for glioma, pancreatic
cancer and other solid tumors. These programs are in preclinical research stage.
 RiboPepSTAR
TM is our proprietary platform for targeted oligonucleotide delivery to
extra-hepatic organs and tissues, enabling precise drug delivery to specific cell
types. Our current pipeline includes candidates targeting the kidney and CNS, and
are expanding to candidates targeting adipocytes and muscles.
In addition to delivery technologies, we will also focus on R&D breakthroughs in
dual-targeting and multi-targeting technologies, as well as advanced chemical modification and
synthesis technologies. Our RSC technology platform has evolved through multiple
generations to optimize oligonucleotide therapeutics. RSC, protected by patents in major
markets including the U.S., Canada, and Australia, enhances bioactivity, duration of effect, and
safety while reducing off-target effects and immunogenicity. We have continued to iterate this
technology, featuring broader sequence compatibility and a unique strategy to reduce off-target
effects, and AI-empowered strategies.
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To drive rapid pipeline advancement, we are also enhancing our integrated CMC and
manufacturing capabilities. By upgrading our production capacity, we aim to achieve higher
cost efficiency to better meet our future development needs.
Expand and solidify our intellectual property portfolio to protect long-term innovation
Our competitive edge is built on our innovative R&D capabilities and translational
outcome, which is safeguarded by a robust intellectual property portfolio. Therefore, we will
continue to enhance our global intellectual property strategy for liver-targeted and extra-
hepatic oligonucleotide therapeutics to support our long-term sustainable development.
We have established a dedicated intellectual property team and developed tailored
protection strategies for each project’s patents and trade secrets, effectively safeguarding our
intellectual property and minimizing R&D and operational risks. Our team will conduct
systematic intellectual property protection throughout each project’s lifecycle, including
early-stage participation in innovation meetings, discussions on technical patentability, and
conducting patent searches and analyses to improve R&D efficiency. During the R&D process,
we will provide intellectual property training and consulting, assess the patentability of
innovations, and mitigate potential risks. As needed, our team will also engage in clinical
projects to ensure timely protection of any intellectual property generated.
Currently, we have a global patent portfolio covering key jurisdictions, including China,
Europe and the U.S., with a forward-looking coverage of our technology platforms and
products. Looking ahead, we will continue to strengthen our intellectual property protection for
liver-targeted and extra-hepatic technologies and products. This includes frequent assessments
and adjustments to our overall patent strategies, strategically applying for global patent
protection for key R&D breakthroughs, upgrading our patent management and application
systems, enhancing our IP management team and capabilities and increasing efficiency of our
global patent applications and approvals.
Actively seek collaboration opportunities with world-class partners to maximize the
clinical and commercial value of our drug assets and platforms
We will continue to expand our presence in both domestic and international markets by
developing a comprehensive global commercialization strategy to address unmet medical needs
in Europe, the U.S., China and beyond. We believe in the value of win-win partnerships to
achieve this goal, and will strengthen our international business development team, enhance
our commercialization capabilities, and actively pursue out-licensing partnerships,
collaborations and other strategic alliances. We believe these opportunities will enable us to
maximize our resources and utilize synergies from our partners to capitalize on market
opportunities and increase rate of returns.
For our pipeline products, we will adopt a dual-pronged strategy that combines
out-licensing and commercial sales to maximize our presence in Europe, China and the U.S.
We will strategically pursue partnerships that complement us and offer synergies, such as
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global or regional drug licensing, co-development, and transfer of product commercialization
rights. For in-house discovered pipeline products, we seek partnerships with global MNCs or
leading domestic biopharmaceutical companies to accelerate their development. For example,
together with Qilu Pharmaceutical, we will continue to advance the global development plan
for RBD7022 as a PCSK9-targeting siRNA for hypercholesterolemia. Anticipating the
commercialization of our late-stage drug candidates with large indications, we will actively
seek collaboration with strategic partners with proven commercialization capabilities.
For our technology platforms, we will pursue innovative technology collaborations and
leverage international cooperation opportunities to further unleash the value of our targeted
delivery platforms. In addition to our existing collaboration with research partners to accelerate
target identification and validation, we intend to utilize AI platforms to develop customized
modification solutions for diverse siRNA sequences. This systematic, AI-driven approach
accelerates our platform development while generating and accumulating valuable clinical
safety and efficacy data across our modification technologies, continuously enhancing our
development capabilities and research success rate in the field of cardiovascular and metabolic
diseases. Through these initiatives, we strive to become the preferred partner for
oligonucleotide research worldwide, maximize the utilization of our technology platforms and
strengthen our competitiveness in the global market.
Cultivate an innovation-driven and inclusive corporate culture to build a globally leading
biopharmaceutical company
We are committed to establishing a corporate culture and team that values innovation and
global vision to ensure our leading position in the oligonucleotide therapeutics field. We will
focus on cultivating a professional, innovative, and international talent team, combining
internal training with external recruitment to cultivate and attract individuals with extensive
experience in drug research, clinical development, and commercialization, thereby enhancing
our overall competitiveness. At the same time, we will enhance cultural exchanges between our
domestic and international operations to promote diversity and collaboration. Our multi-
cultured management team will actively promote activities to deepen understanding and
recognition among teams and enhance our global corporate identity. In 2024, we were named
Greater Suzhou Best Employer, in recognition of our efforts in building corporate culture.
We will also continue to recruit top external talents across China, Europe, and the U.S.,
especially those with extensive experience in oligonucleotide drug discovery, clinical
development, CMC, commercialization, and management at leading global MNCs. Guided by
our mission to deliver innovative oligonucleotide therapies globally, we continue to strengthen
our scientific capability through collaboration with world-renowned experts on our scientific
advisory board. Our commitment to excellence, fostered by our innovative culture and
international talent base, drives our development of first-in-class and best-in-class
oligonucleotide therapeutics. With strong foundations established in China and Europe, we are
positioned to emerge as a leading global biopharmaceutical company.
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OUR PIPELINE
Overview
We are at the forefront of oligonucleotide drug innovation focused on cardiovascular,
metabolic, renal and liver diseases, as well as other therapeutic areas. These key therapeutic
areas represent areas of significant global medical burden with limited treatment options, and
involve underlying pathogenic mechanisms that are aligned with the targeting capabilities of
our technology platforms.
The pipeline chart below summarizes the development status of our clinical-stage drug
candidates and selected preclinical assets. All drug candidates listed in this pipeline chart were
discovered internally by our research and development team. Leveraging our RiboGalSTAR
TM
platform equipped with proprietary and clinically validated GalNAc delivery technology, we
have consistently advanced siRNA programs in-house from discovery through clinical
development across cardiovascular, metabolic, renal and liver diseases. For details, see
“— Research and Development.”
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Preclinical IND-Enabling Phase I Phase II Phase III Commercial Rights Jurisdictions*
Global
Global
Global (ex-China)1
Global
Global
Global
Global
Global
Global
Global
Therapeutic Area Compound Indication
Cardiovascular,
Metabolic and
Renal Diseases
FXI Thrombotic Diseases
APOC3 Hypertriglyceridemia
RBD7022 PCSK9 Hypercholesterolemia
RBD7007 C5 Renal Diseases 2
RBD2080 C3 Renal Diseases 2
RBD1119 Thrombosis-
related Factor Thrombotic Diseases
SR122 Lipid Lowering Dyslipidemia
RBD3103 Anti-renal Injury Renal Diseases
Liver Diseases HBV-X
CHB
CHD
RBD4059
RBD5044
RBD1016
3
4
5
6
EU, China, U.S.
EU, U.S.
EU, China, U.S.
EU, China, U.S.
EU, China, U.S.
N/A
N/A
EU, China, U.S.
EU, China, U.S.
EU, China, U.S.
Target/MoA
GlobalOther Therapeutic
Areas RBD8088 Conjugated
Anti-tumor Agent Glioma
Core Product
N/A
Notes:
* Key jurisdictions in which the drug candidates are being developed and/or planned to be commercialized. Preclinical assets are not yet assigned spe cific jurisdictions and are
instead marked “N/A” given their early development stage.
1. In December 2023, we granted Qilu Pharmaceutical Co., Ltd. (“Qilu Pharmaceutical”) exclusive rights to develop, manufacture, and commercialize RBD7022 in mainland China,
Hong Kong, and Macau. See “— Licensing and Collaboration Arrangements — License and Collaboration Agreement with Qilu Pharmaceutical.”
Subject to regulatory communications and emerging clinical data, we plan to initiate clinical trials in the EU to evaluate RBD7022 in combination wit h our other siRNA drug
candidates targeting dyslipidemia.
2. RBD7007 and RBD2080 are also under investigation as a potential treatment for autoimmune diseases.
3. As of the Latest Practicable Date, all patients in RBD4059’s phase 2a trial for coronary artery disease in Sweden had completed treatment and were in the safety follow-up period.
4. RBD5044’s CTA to the EMA for phase 2 trial was approved in October 2024. This phase 2 trial was initiated in Sweden in January 2025 in patients with mixe d dyslipidemia.
5. We have completed RBD1016’s phase 2 global MRCT for treating CHB, with the last patient’s final visit achieved in October 2025, and are currently fin alizing data analysis
for this trial. Subject to regulatory communications and emerging clinical data, we plan to advance RBD1016’s clinical development in China in colla boration with external
partners to actively investigate its therapeutic potential, including in combination regimens with other hepatitis B therapies such as vaccines.
6. RBD1016’s phase 2a trial for treating CHD was commenced in Sweden in August 2024 and is expected to be completed by the end of 2026.
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To date, we have advanced seven in-house discovered siRNA drug candidates into the
clinical stage, positioning us among global leaders in oligonucleotide development. Beyond
our clinical pipeline, we maintain over 20 preclinical programs that we aim to advance into
clinical development.
Cardiovascular, Metabolic and Renal Diseases
We have developed a comprehensive siRNA franchise with synergistic potential for the
treatment of thrombosis and dyslipidemia, represented by our Core Product RBD4059 and two
other pipeline assets, RBD5044 and RBD7022, all currently in phase 2 clinical trials. We are
also developing siRNA drugs targeting key proteins in the complement pathway, represented
by RBD7007 and RBD2080, to treat renal and autoimmune diseases.
RBD4059, First Clinical-stage siRNA Drug Globally that Targets Thrombotic Diseases, Our
Core Product
Overview
We have independently developed RBD4059, our Core Product and a siRNA drug
candidate for thrombotic diseases, utilizing our proprietary RiboGalSTAR
TM liver-targeting
platform. Thrombotic diseases have emerged as one of the leading causes of death worldwide,
claiming over 10 million lives each year. Current standard-of-care anticoagulants, including
warfarin, heparin, and direct oral anticoagulants (“DOACs”), face significant limitation as they
expose patients to potentially serious bleeding risks.
RBD4059 addresses this challenge by combining the advantages of FXI targeting with
siRNA drug technology, offering significant safety benefits while maintaining strong efficacy.
Based on clinical and preclinical evidence, RBD4059 has demonstrated FXI inhibition levels
that could meet efficacy thresholds across a broad range of indications, while substantially
reducing bleeding risks associated with conventional anticoagulants. Furthermore, the long-
acting nature of siRNA therapeutics offers the potential for significantly improved patient
compliance, positioning RBD4059 as an optimal treatment option for a broad range of
thrombotic disease patients.
RBD4059 is the world’s first clinical-stage siRNA drug that targets thrombotic diseases,
according to Frost & Sullivan. We completed RBD4059’s phase 1 trial in Australia in healthy
subjects in October 2024 and obtained the EMA ’s CTA approval in May 2024, pursuant to
which we initiated RBD4059’s phase 2a clinical trial in Sweden in August 2024. All patients
in this phase 2a trial have completed treatment and are currently in the safety follow-up period.
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Mechanism of Action
Blood clotting is initiated via two pathways: the intrinsic pathway, triggered by contact
with damaged vessel surfaces and primarily involved in pathological clot formation, and the
extrinsic pathway, which rapidly initiates protective clot formation when tissue injury exposes
blood to external factors and serves as the body’s primary defense against excessive bleeding.
FXI inhibition represents a groundbreaking approach to treating thrombosis, offering
potential advantages in both efficacy and safety. By selectively targeting the intrinsic pathway
upstream — and avoiding downstream factors shared by both pathways — FXI inhibition
reduces pathological thrombus formation while minimizing the impact on essential hemostasis.
This approach offers a key advantage over current anticoagulants, such as those targeting
downstream factors like thrombin or Factor Xa, which increase bleeding risk due to their
impact on both intrinsic and extrinsic pathway functions.
The therapeutic potential of FXI inhibition is strongly supported by human genetic
evidence. Individuals with congenital FXI deficiency exhibit notable protection against
cardiovascular diseases (such as stroke and venous thromboembolism), while rarely
experiencing spontaneous bleeding. Conversely, elevated FXI levels are observed to correlate
with increased thrombotic risk, highlighting FXI’s role in pathological clotting rather than
normal bleeding control. By specifically targeting FXI, novel therapeutics aim to prevent
thrombosis while minimizing the bleeding risks associated with traditional anticoagulants,
potentially addressing unmet need in cardiovascular medicine.
RBD4059 is a GalNAc-conjugated siRNA, presenting an appealing strategy for
thrombosis prevention. This therapeutic approach mimics the natural protection observed in
individuals with congenital FXI deficiency, who exhibit resistance to thrombotic events while
maintaining adequate hemostasis. By selectively silencing the FXI gene in liver cells,
RBD4059 reduces circulating FXI levels, potentially preventing pathological thrombosis
without compromising essential clotting functions required for normal bleeding control.
RBD4059’s GalNAc conjugation ensures targeted delivery to the liver, where FXI is
primarily produced, thereby maximizing the drug’s effectiveness while reducing off-target
effects. Furthermore, RBD4059 achieves sustained therapeutic effect by loading to RNA-
induced silencing complexes (“RISCs”) that continuously degrade multiple FXI mRNA
transcripts following hepatic uptake, amplifying and prolonging gene silencing. This extended
duration of action reduces the frequency of dosing and improves patient compliance, which is
a significant improvement over traditional anticoagulants that require daily administration.
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The figure below illustrates the mechanism of action of RBD4059.
Figure 1. Mechanism of Action of RBD4059
Source: Company data
At the 2025 ESC Congress, we presented clinical deep-phenotyping study data supporting
RBD4059’s novel mechanism. Based on the findings in the high-risk coronary artery disease
patients undergoing percutaneous coronary intervention, we showed that high FXI levels were
associated with endothelial dysfunction following the index event, which is a hallmark of
cardiovascular risks. These observational findings suggest that FXI silencing may deliver
additional disease modificational cardiovascular benefits beyond its potent antithrombotic
effect.
Market Opportunity and Competition
Thrombotic diseases are responsible for one-quarter of deaths globally each year, and
drugs targeting FXI present a vast market opportunity. The anticoagulant market presents
substantial commercial potential, exemplified by BMS/Pfizer’s apixaban, a DOAC, achieving
US$20.6 billion in sales in 2024. According to Frost & Sullivan, approximately 38.6 million
people were affected by thrombotic diseases in 2024 globally, which is expected to reach 41.6
million in 2034.
Traditional anticoagulants, such as warfarin and heparin, impact the intrinsic, extrinsic,
and common downstream pathways of clotting. This extensive action increases the likelihood
of bleeding complications, including gastrointestinal bleeding and intracranial hemorrhage.
FXI-targeted therapies offer significant advantages in treating thrombotic diseases by
specifically inhibiting FXI within the intrinsic clotting pathway. This approach prevents the
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formation of harmful blood clots without elevating the risk of bleeding, a prevalent issue
associated with conventional anticoagulants. Over the past decade, FXI-targeting small
molecule inhibitors, antibodies, and antisense oligonucleotides (“ASOs”) have demonstrated
considerable potential.
siRNA-based therapies targeting FXI potentially offer further advantages for treating
thrombotic diseases. Notably, they provide long-lasting effects with infrequent dosing, often
requiring only injections every few months, making them more convenient and improving
patient compliance. This precise and durable approach makes siRNA therapies promising to
treat and prevent thrombosis associated with ASCVD and other conditions associated with
abnormal clot formation, such as atrial fibrillation, cancer-associated thrombosis, and venous
thromboembolism.
As of the Latest Practicable Date, no FXI-targeting siRNA drug had been approved
globally for the treatment of thrombotic diseases. As of the same date, there were four
FXI-targeting siRNA drug candidates under clinical development globally for thrombotic
diseases. For more details on the competitive landscape of FXI-targeting siRNA drugs, see
“Industry Overview — Cardiovascular, Metabolic and Renal Diseases — Thrombotic Diseases
— Competitive Landscape of FXI-targeting siRNA Drugs for Thrombotic Diseases.”
Competitive Advantages
 Potential first-in-class siRNA candidate for thrombotic diseases. RBD4059 is the
world’s first clinical-stage siRNA drug that targets thrombotic diseases, representing
a novel approach to managing thrombotic diseases. RBD4059’s siRNA-based
approach offers distinct advantages over both small molecules and antibodies for
FXI inhibition: unlike small molecule drugs which often require daily dosing,
RBD4059 can achieve sustained reduction in FXI protein and activity with extended
dosing intervals up to several months, while its unique drug mechanism also
eliminates the need for specific antidotes. Compared to protein-based drugs like
antibodies, RBD4059’s synthetic design and liver-targeted delivery reduce the risk
of immune reactions and anti-drug antibodies (ADA). Currently as the most
advanced siRNA therapy in terms of clinical development progress for thrombotic
diseases globally, RBD4059 showcases the capability of our proprietary
RiboGalSTAR
TM delivery platform to create first-in-class therapeutics.
 Enhanced anticoagulation effects across different clinical settings. In general, it has
been well-established that FXI inhibition levels exceeding 70% effectively reduces
thrombosis formation in human venous thrombosis, with efficacy and safety profiles
superior to standard-of-care treatment. RBD4059 has demonstrated a broad range of
FXI inhibition levels that could meet efficacy thresholds potentially required for
various thromboembolic indications. In our phase 1 clinical trial, RBD4059 showed
strong therapeutic effects, and the mean maximum percentage change from baseline
in FXI activity from the 50 mg, 150 mg, 400 mg, and 600 mg cohorts were 67.5%,
81.0%, 85.8%, and 91.6%, respectively, with a sustained effect observed on day 169.
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 Reduced bleeding risks compared to standard-of-care. RBD4059 combines the
advantages of FXI targeting with siRNA drug technology, offering significant safety
benefits while maintaining strong efficacy. Patients receiving conventional
anticoagulant therapies frequently experience various adverse events, including
bleeding, drug interactions, hepatic and renal injury, and allergic reactions. In
RBD4059’s phase 1 clinical trial, no adverse safety signals were identified within
the tested dose ranges. All drug-related treatment-emergent adverse events
(“TEAEs”) reported in the RBD4059 group (16.7%) were injection site reactions.
Additionally, no TEAEs of grade 3 or above, or drug-related serious adverse events
(“SAEs”) were observed, demonstrating RBD4059’s favorable safety profile.
Notably, no signs of increased bleeding have been identified even at inhibition level
exceeding 90%, supporting RBD4059’s potential as a novel hemostatis-sparing
anti-thrombotic therapy. In RBD4059’s ongoing phase 2a trial, as of the data cut-off
date (August 27, 2025), only two mild bleeding events (one haemorrhoidal bleeding
and one subconjunctival haemorrhage) had been reported, neither of which required
specific medical intervention. These data indicate that RBD4059 has shown an
acceptable safety profile to date, with bleeding events observed being infrequent,
mild and manageable.
Throughout our clinical development, we have implemented rigorous safety
monitoring to detect and manage adverse events, including potential bleeding risks.
In the event of serious bleeding complications, we apply established clinical
guidelines for patients with FXI deficiency, such as supportive care measures
including local hemostatic control, and FXI replacement therapy using fresh frozen
plasma or FXI concentrate. A key feature of RBD4059’s siRNA mechanism is that
it acts through gene silencing rather than direct protein inhibition, allowing FXI
suppression to be reversed through replacement therapy and enabling rapid
restoration of FXI levels when clinically necessary. Based on our clinical experience
to date and established adverse event management approaches, bleeding risks
associated with RBD4059 can be effectively monitored and managed in clinical
practice.
 Improved patient compliance from long-lasting effects. RBD4059 shows promise in
achieving dosing intervals of up to several months, which significantly enhances
patient adherence to the treatment regimen. Poor patient compliance is one of the
major challenges faced by patients receiving existing antithrombotic therapies.
Compared to current standard-of-care anticoagulants that require dosing every few
hours to days, RBD4059, leveraging the sustained efficacy enabled by our
RiboGalSTAR
TM liver-targeting delivery platform, could offer patients a low-
frequency dosing regimen of once every three to six months, potentially leading to
better patient compliance in chronic thrombotic disease management.
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Clinical Development Plan
We have completed a phase 1 trial for RBD4059 in healthy subjects and initiated a phase
2a clinical trial for the treatment of coronary artery disease in Sweden in August 2024. All
patients in this phase 2a trial have completed treatment and are currently in the safety
follow-up period. In addition to this phase 2a trial, we expect to initiate phase 2b trials for
RBD4059 in 2026 to expand further into new indications, with results intended to support
advancement to phase 3. We are actively planning the next phase of clinical trials for RBD4059
in targeted patient populations.
Data Summary
Preclinical Data
In a series of preclinical studies, RBD4059 showed high potency and long-lasting
antithrombotic effects without increased risk of bleeding, observed in both mice and in
non-human primates.
The antithrombotic effect of RBD4059 was investigated in ferric chloride (FeCl
3)-
induced carotid artery and jugular vein thrombosis mouse models. RBD4059 demonstrated
encouraging antithrombotic capacity as it prevented reduction in blood flow velocity in both
the carotid artery and jugular vein FeCl
3-induced thrombosis mouse models, with superior
efficacy compared with enoxaparin, the standard-of-care treatment, on artery thrombosis at the
higher dose.
Furthermore, in contrast to enoxaparin, RBD4059 showed no prolongation of bleeding
time or impairment of hemostasis in a mouse tail bleeding model, demonstrating its favorable
safety profile with respect to bleeding risks. GLP toxicology studies also showed good safety
profile without signs of increased bleeding.
Phase 1 Clinical Trial in Healthy Subjects in Australia (NCT05653037)
This was a randomized, single-blind, placebo-controlled phase 1 study to evaluate the
safety, tolerability, pharmacokinetics and pharmacodynamics of single ascending doses
(“SAD”) of subcutaneously administered RBD4059 in healthy subjects.
Trial Design. A total of 32 healthy subjects were enrolled in four cohorts of eight and
randomized 3:1 to receive escalating doses of RBD4059 (50 mg, 150 mg, 400 mg and 600 mg)
or placebo administered subcutaneously. This trial was performed in a SAD design. The
decision to escalate to subsequent dose levels was made by the safety review committee
(“SRC”) based on the review of all available safety information and PK/PD data in each cohort.
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Trial Objectives. The primary objective was to investigate the safety and tolerability of
RBD4059. The primary endpoint was number of participants with TEAEs as assessed by
CTCAE v5.0. The secondary objective was to investigate the PK and PD of RBD4059. The
secondary endpoints included PK parameters such as Cmax, Tmax, AUC
0-t, AUC 0-inf , t1/2,
MRT, and PD parameters such as levels of coagulation FXI antigen, FXI activity and APTT.
Trial Progress. This trial was commenced in March 2023 and completed in October 2024,
with the primary endpoint reached. We sponsored and conducted this phase 1 trial
independently.
Efficacy Data. A dose dependent and sustained reduction in both FXI antigen and FXI
activity were observed. The mean maximum percentage change from baseline in FXI activity
from the 50 mg, 150 mg, 400 mg, and 600 mg cohorts were 67.5%, 81.0%, 85.8%, and 91.6%,
respectively, with a sustained effect observed on day 169. Single doses at 150 mg and above
delivered FXI knock-down in expected therapeutic range.
Figure 2. Mean (±SD) of Percentage Change from Baseline of FXI Antigen
Source: Company data
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Figure 3. Mean (±SD) of Percentage Change of FXI Activity
Source: Company data
Safety Data. RBD4059 showed favorable safety profile and tolerability with no identified
adverse safety signals across the investigated dose-range. For the total RBD4059 group, 29
TEAEs were reported in 12 out of 24 participants (50.0%), including three participants (50.0%)
in 50 mg RBD4059 cohort, four participants (66.7%) in 150 mg RBD4059 cohort, six
participants (33.3%) in 400mg RBD4059 cohort, and three (50.0%) in 600 mg RBD4059
cohort, and most TEAEs (18 TEAEs) were reported within 21 days after administration. Four
TEAEs were judged by the principal investigator to be related to the RBD4059, including one
in the 50mg cohort, one in the 150mg cohort, and two TEAEs in the 600mg cohort. All study
drug-related TEAEs occurred within 21 days after administration, and were all injection site
reactions.
For the placebo group, 11 TEAEs were reported in five out of eight participants (62.5%),
and six TEAEs were reported within 21 days after administration. One TEAE was judged to be
related to the placebo, which was an injection site reaction. No TEAEs of grade 3 or above, or
SAE, were reported. All study drug-related TEAEs were resolved without any intervening
treatment.
In the 150mg RBD4059 group, one participant experienced two grade 3 TEAEs, namely,
back pain and cervical radiculopathy (related to heavy lifting), both of which were judged by
the principal investigator to be unrelated to the RBD4059. Cervical radiculopathy was reported
as an SAE because it required surgical treatment.
No participant withdrew from the study due to TEAE. The following table sets forth a
summary of the TEAEs.
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Table 1. Summary of TEAEs during RBD4059’s Phase 1 Study
RBD4059
50 mg
N=6
RBD4059
150 mg
N=6
RBD4059
400 mg
N=6
RBD4059
600 mg
N=6
Pooled
RBD4059
N=24
Pooled
Placebo
N=8
Overall
N=32
Events n(%) Events n(%) Events n(%) Events n(%) Events n(%) Events n(%) Events n(%)
TEAE /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184 3 (50.0) 12 4 (66.7) 6 2 (33.3) 7 3 (50.0) 29 12 (50.0) 11 5 (62.5) 40 17 (53.1)
Study drug-related
TEAE /H1118/H1118/H1118/H1118/H1118/H1118/H1118
1 1 (16.7) 1 1 (16.7) 0 0 2 2 (33.3) 4 4 (16.7) 1 1 (12.5) 5 5 (15.6)
TEAE with
CTCAE /H113503 /H1118/H1118/H1118/H1118/H1118
0 0 2 1 (16.7) 0 0 0 0 2 1 (4.2) 0 0 2 1 (3.1)
Study drug related
TEAE with
CTCAE /H113503 /H1118/H1118/H1118/H1118/H1118
00 00 00 00 00 00 00
Serious TEAE /H1118/H1118/H1118/H11180 0 1 1 (16.7) 0 0 0 0 1 1 (4.2) 0 0 1 1 (3.1)
Study drug-related
Serious TEAE /H1118/H1118/H1118
00 00 00 00 00 00 00
Injection site
reaction AE /H1118/H1118/H1118/H1118
1 1 (16.7) 1 1 (16.7) 0 0 2 2 (33.3) 4 4 (16.7) 1 1 (12.5) 5 5 (15.6)
PK Data. RBD4059 treatment resulted in dose-proportional and predictable increase in
RBD4059 plasma exposure with similar shape of the plasma concentration versus time profile
across the dose range 50-600 mg.
Figure 4. RBD4059 Plasma Concentrations Over Time
Source: Company data
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Phase 2a Clinical Trial in Patients with Coronary Artery Disease in Sweden (NCT06717074)
This is a randomized, double-blind, placebo-controlled phase 2a trial to evaluate the
safety, pharmacokinetics, and pharmacodynamics of RBD4059 in participants with stable
coronary artery disease.
Trial Design. This phase 2a clinical trial of RBD4059 consists of two parts (part A and
part B). Participants are randomized to active RBD4059 treatment or placebo added to standard
of care with low-dose aspirin. Part A adopts a lower dose and part B adopts a higher dose.
Trial Objectives. The primary objective is to evaluate the safety of RBD4059 compared
to placebo when administered subcutaneously as repeated doses in patients with coronary
artery disease. The primary endpoints include frequency, intensity and seriousness of the AEs
during the trial as well as clinically significant changes in laboratory parameters, vital signs,
physical examinations and 12-lead ECG at each visit from baseline to end of trial. Key
secondary objectives are to assess the plasma exposure of RBD4059 in patients with high risk
coronary artery disease and to evaluate the pharmacodynamic effect of RBD4059 on FXI
activity in patients with coronary artery disease. The secondary endpoints include plasma
concentrations of RBD4059, actual and percentage change from baseline in FXI activity and
compared to placebo throughout the trial period, proportion of participants with positive
immunogenicity, among others.
Trial Progress. This phase 2a clinical trial was commenced in August 2024 and is
currently ongoing. All patients have completed treatment and are currently in the safety
follow-up period. We sponsor and conduct this phase 2a trial independently.
Material Communications and Next Steps
We submitted clinical trial notification to the TGA in February 2023 to conduct
RBD4059’s phase 1 clinical trial in healthy subjects in Australia. We completed the phase 1
clinical trial in October 2024 with primary endpoint of this study reached. We submitted a CTA
to the EMA in February 2024 for RBD4059’s phase 2a clinical trial in Sweden for patients with
high-risk coronary artery disease. During the EMA review process, we provided
comprehensive clinical data from RBD4059’s phase 1 clinical trial in Australia as of the cut-off
date of April 16, 2024 for three single ascending dose cohorts ranging from 50 mg to 400 mg.
The EMA granted approval in May 2024 for RBD4059’s phase 2a clinical trial to proceed, after
(i) reviewing the trial design of the phase 2a clinical trial, and (ii) examining and considering
the trial design and data from RBD4059’s phase 1 clinical trial available as of April 16, 2024.
For the avoidance of doubt, by the time we received EMA approval in May 2024,
RBD4059’s phase 1 trial in Australia had achieved its primary endpoint based on the complete
safety, PK and PD data available at doses of 50mg to 400 mg, which fully covers the dose range
for the EMA-approved phase 2a trial (i.e., 100 mg to 300 mg). Although certain follow-up
visits remained outstanding as at April 16, 2024, they related solely to the 600 mg dose cohort,
which was an exploratory dose cohort that did not affect the data from the lower dose cohorts
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that were reviewed and approved by the EMA. Accordingly, the EMA’s approval in May 2024,
although granted prior to the full completion of RBD4059’s phase 1 clinical trial in October
2024, confirmed its acknowledgment and acceptance of the available results from the phase 1
clinical trial in Australia as sufficient to support advancement into the phase 2a trial.
The following table summarizes the key milestones of the clinical development of
RBD4059 in chronological order.
Key Milestone Time
Project initiation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118November 2020
Preclinical development (PCC to IND-enabling stage) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118August 2021 to
September 2022
Clinical trial notification submitted to the TGA /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118February 2023
Phase 1 clinical trial initiated in Australia /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118March 2023
Phase 1 clinical trial in Australia completed /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118October 2024
Phase 2a clinical trial application submitted to the EMA /H1118/H1118/H1118/H1118/H1118/H1118February 2024
Phase 2a clinical trial approval obtained from EMA /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118May 2024
Phase 2a clinical trial initiated in Sweden /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118August 2024
We did not receive any major concerns or objections from the above-mentioned
regulatory authorities with respect to the clinical development plans for RBD4059.
All patients in RBD4059’s phase 2a trial have completed treatment and are currently in
the safety follow-up period. In addition to this phase 2a trial, we expect to initiate phase 2b
trials for RBD4059 in 2026 to expand further into new indications, with results intended to
support advancement to phase 3. We are actively planning the next phase of clinical trials for
RBD4059 in targeted patient populations.
RBD4059 MAY NOT ULTIMATELY BE SUCCESSFULLY DEVELOPED AND
COMMERCIALIZED.
RBD5044 — A Potential Best-in-class APOC3-Targeting siRNA for HTG
Overview
RBD5044 is the second siRNA globally to enter clinical development that targets APOC3,
a protein that plays a critical role in lipid metabolism. Globally, the prevalence of dyslipidemia
in adults is estimated at around 40%, affecting approximately 3.0 billion individuals each year,
with HTG (including mixed dyslipidemia) accounting for approximately 25% of all cases,
according to Frost & Sullivan. Current treatments for HTG are limited by modest efficacy,
daily dosing requirements, and significant side effects such as hepatotoxicity, myopathy,
gastrointestinal disturbances and pancreatitis risk. APOC3-targeting therapies have emerged as
a breakthrough approach by directly inhibiting a key regulator of lipid metabolism, thereby
enhancing the clearance of triglyceride-rich lipoproteins and remnant cholesterol from the
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bloodstream. This strategy provides more effective and targeted management of triglyceride
and remnant cholesterol-related cardiovascular risk compared to LDL cholesterol-focused
standard-of-care treatments, as triglyceride rich particles and remnant particles are increasingly
recognized as major contributors to atherosclerotic plaque formation and vascular damage. To
date, no APOC3-targeting therapeutic has been approved for the treatment of HTG globally.
RBD5044 is uniquely designed to combine APOC3 inhibition with siRNA ’s long-lasting
effects, potentially transforming treatment in this significant disease area. In preclinical
studies, RBD5044 has demonstrated competitive triglyceride-lowering efficacy while
achieving superior APOC3 protein suppression, the latter suggesting enhanced and more
sustained triglyceride control. RBD5044’s mechanistic advantage has translated into clinical
benefits. We presented results from RBD5044’s phase 1 clinical trial in healthy subjects in
Australia at the 2025 ESC Congress, which demonstrated its potential and long-acting efficacy.
RBD5044’s safety data from its phase 1 trial showed a favorable safety profile.
Strategically, RBD5044 complements our broader dyslipidemia portfolio, enabling
potential combination approaches that could deliver enhanced lipid control. This supports the
potential of RBD5044 as both a monotherapy and a backbone for combination strategies.
Mechanism of Action
APOC3 is a protein synthesized almost exclusively in the liver that plays a critical role
in lipid metabolism by inhibiting lipoprotein lipase, an enzyme essential for the clearance of
TG in the bloodstream. Elevated levels of APOC3 are associated with higher triglyceride
levels, contributing to the risk of cardiovascular diseases. Inhibition of APOC3 via the RNA
interference mechanism potentially reduces plasma triglycerides (“TG”) levels with durable
and high efficacy.
RBD5044 is designed to target APOC3 mRNA in the liver. As a chemically modified
double-stranded, GalNAc-conjugated siRNA, RBD5044 is optimized to efficiently reach liver
cells, and is selectively taken up by liver cells. Once inside the cells, RBD5044 activates RNA
interference, which leads to the degradation of APOC3 mRNA. By reducing the levels of
APOC3, RBD5044 alleviates its inhibitory effects on crucial enzymes involved in lipid
metabolism, such as lipoprotein lipase and, to some extent, hepatic lipase, contributing to the
effective clearance of lipids from the bloodstream.
This reduction in APOC3 ultimately promotes the breakdown and clearance from the
blood of triglycerides and related lipids, such as remnant cholesterol that may cause vascular
disease, leading to lower plasma triglyceride levels and improvement of dyslipidemia. Through
this targeted mechanism, RBD5044 not only helps decrease blood lipid levels but also
addresses the complications associated with HTG, making it a therapeutic option for managing
lipid disorders. The figure below illustrates the mechanism of action of RBD5044.
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Figure 5. Mechanism of Action of RBD5044
Source: Company data
Market Opportunity and Competition
Globally, the prevalence of dyslipidemia in adults is estimated at around 40%, affecting
approximately 3.0 billion individuals each year, with HTG (including mixed dyslipidemia)
accounting for approximately 25% of all cases. According to Frost & Sullivan, approximately
845.6 million people were affected by HTG in 2024 globally, which is expected to reach 913.9
million in 2034.
HTG leads to endothelial dysfunction and contributes to the onset and progression of
atherosclerosis as well as an increased risk of acute pancreatitis. Existing treatments for HTG,
including fibrates, omega-3 fatty acids, and niacin, have limited efficacy in lowering
triglyceride levels, and their daily dosing regimens may also negatively impact long-term
patient adherence. Additionally, these treatments can be associated with adverse effects,
including liver, kidney, and muscle toxicity, which may further limit their use in clinical
practice. Given these challenges, there is an urgent clinical need for the development of
long-acting, effective, and safe treatment options for HTG.
APOC3-targeting therapies offer significant benefits for treating HTG by directly
lowering plasma APOC3 levels and enhancing triglyceride clearance, leading to substantial
reductions in triglyceride levels, improved lipid metabolism, and a decreased risk of
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cardiovascular diseases and acute pancreatitis. This is especially important for patients who do
not respond adequately to conventional treatments like fibrates or omega-3 fatty acids. Among
APOC3-targeting treatments, siRNA-based therapies are particularly promising, as they
provide long-lasting effects with infrequent dosing, improving patient adherence and offering
a more convenient treatment option compared to daily medications.
As of the Latest Practicable Date, no APOC3-targeting siRNA drug had been approved
globally for the treatment of HTG. As of the same date, there were four APOC3-targeting
siRNA drug candidates under clinical development globally for HTG. For more details on the
competitive landscape of APOC3-targeting siRNA drugs, see “Industry Overview —
Cardiovascular, Metabolic and Renal Diseases — Hyperlipidemia — APOC3-targeting siRNA
Drugs for HTG — Competitive Landscape of APOC3-targeting siRNA Drugs for HTG.”
Competitive Advantages
 Global first-tier APOC3-targeting siRNA candidate. RBD5044 is the second
APOC3-targeting siRNA globally to enter clinical development. RBD5044 is
uniquely designed to combine APOC3 inhibition with siRNA ’s long-lasting effects,
potentially transforming treatment in this significant disease area. In preclinical
studies, RBD5044 has demonstrated triglyceride-lowering efficacy comparable to
other APOC3-targeting siRNA candidates, while achieving superior APOC3 protein
suppression, the latter suggesting potentially enhanced and more sustained
triglyceride control.
 Potent and long-lasting lipid-lowering effects. RBD5044’s mechanistic advantage
has translated into clinical benefits. We presented results from RBD5044’s phase 1
clinical trial in healthy subjects in Australia at the 2025 ESC Congress, which
demonstrated its potential and long-acting efficacy. A single injection of RBD5044
led to a substantial reduction of APOC3 of up to 84% and accompanied by a TG
reduction of up to 70%, which remained below 50% of baseline at six-month
follow-up. Additionally, participants showed an overall improved lipid profile,
including markedly reduced remnant cholesterol (up to 70%) and ApoB (up to 20%),
alongside a significant increase in HDL (up to 40%). RBD5044 allows for
low-frequency dosing at least every three months, which significantly enhances
patient adherence to the treatment regimen.
 Superior safety profile. RBD5044’s safety data from its phase 1 trial showed a
favorable safety profile. Notably, RBD5044 showed no dose-limiting toxicity up to
150 mg, the highest dosage tested in its phase 1 trial, which potentially supports a
wider therapeutic window to achieve enhanced efficacy in the clinic.
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Data Summary
Preclinical Data
In preclinical studies, RBD5044 showed high efficacy and long duration in animal
models. RBD5044 also showed a good safety profile.
Phase 1 Clinical Trial in Healthy Subjects in Australia (NCT05539651)
This was a randomized, double-blind, placebo-controlled phase 1 trial to evaluate the
safety, tolerability, PK profiles and PD effect of single and multiple ascending doses (“MAD”)
of subcutaneously administered RBD5044 in healthy subjects.
Trial Design. A total of 72 healthy subjects were enrolled in this trial. The study was
performed in two phases, SAD phase and MAD phase, in healthy subjects. There were six
cohorts in the SAD phase and the dose levels were 5 mg, 20 mg, 60 mg, 90 mg, 120 mg and
150 mg. There were three cohorts in the MAD phase and the dose levels were 60 mg, 90 mg
and 150 mg.
Trial Objectives. The primary objective was to investigate the safety and tolerability of
RBD5044. The primary endpoint was number of participants with TEAEs as assessed by
CTCAE v5.0. The secondary objective was to investigate the PK and PD of RBD5044. The
secondary endpoints included PK parameters such as Cmax, Tmax, AUC
0-t, AUC 0-inf , t1/2,
MRT and PD parameters such as serum levels of APOC3 and TG.
Trial Progress. This trial was commenced in November 2022 and completed in October
2024. We sponsored and conducted this phase 1 trial independently.
Efficacy Data. We presented results from this phase 1 clinical trial at the 2025 ESC
Congress. A single injection of RBD5044 led to a substantial reduction of APOC3 of up to 84%
and accompanied by a TG reduction of up to 70%, which remained below 50% of baseline at
six-month follow-up. Additionally, participants showed an overall improved lipid profile,
including markedly reduced remnant cholesterol (up to 70%) and ApoB (up to 20%), alongside
a significant increase in HDL (up to 40%).
These interventional data were complemented by a clinical observational study exploring
the role of APOC3 in 197 high-risk patients following acute coronary syndrome on top of
optimal standard care. As expected, elevated APOC3 was linked to an unfavorable lipid profile.
More importantly, APOC3 levels were positively associated with proinflammatory and
profibrotic biomarkers. During a 5.5-year follow-up, patients with high APOC3 had a greater
than 2-fold increased risk of major adverse cardiovascular events (MACE). Together with the
interventional findings, these results support a causal role of APOC3 in triglyceride-rich
lipoproteins and at the same time indicate its potential role in systemic inflammation, as well
as potential for outcome benefit upon silencing in this population.
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Figure 6. Dose-dependent Changes from Baseline Across Lipid Fractions and ApoB
Source: Company data
Safety Data. RBD5044 was safe and well tolerated in the participants during the study,
with no dose-dependent adverse events or liver enzyme elevations at the highest dose tested.
There were no SAEs, or TEAEs leading to study dose discontinuation, or leading to withdrawal
from study. There were no adverse, dose-dependent or any systematic changes in any safety
laboratory measurements, ECGs or vital signs observed.
In the phase 1 SAD study, a total of 19 TEAEs were reported in the RBD5044 group
(53%), of which two TEAEs (6%) were considered study drug-related. In the placebo group,
ten TEAEs (83%) were reported, of which four (33%) were considered study drug-related.
Overall, six participants experienced six study drug-related TEAEs, all of which were grade 1
and occurred within 31 days post-administration. In the RBD5044 group, study drug-related
TEAEs included chills (1/6, 16.7%) in the 90 mg cohort and injection site swelling (1/6,
16.7%) in the 150 mg cohort. In the placebo group, study drug-related TEAEs included
injection site erythema (3/12, 25%) and diarrhea (1/12, 8.3%). All study drug-related TEAEs
resolved without any intervening treatment. In the Phase 1 MAD study, 31 TEAEs were
reported in 11 out of 18 participants (61.1%) in the RBD5044 group, of which two TEAEs (one
in the 90 mg cohort and one in the 150 mg cohort) were considered study drug-related.
In the placebo group, seven TEAEs were reported in three participants (50.0%), among
one TEAE (16.7%) in one participant (25%) were considered study drug-related. Overall, four
participants experienced four study drug-related TEAEs, all of which were grade 1. Three of
these occurred within 60 days post-administration. In the RBD5044 group, study drug-related
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TEAEs included injection site pain (1/6, 16.7%) in the 150 mg cohort and increased alanine
aminotransferase (2/6, 33.3%) in the 90 mg cohort. In the placebo group, the only study
drug-related TEAE was injection site erythema (1/6, 16.7%). All study drug-related TEAEs
resolved without any intervening treatment.
PK Data . RBD5044 demonstrated dose-proportional and predictable plasma exposure
across the studied dose range (5-150 mg). In the repeated dosing cohorts, no plasma
accumulation was observed between the first dose (Day 1) and second dose (Day 29).
Phase 2 Clinical Trial in Patients with Mixed Dyslipidemia in Sweden (NCT06797401)
This is a multicenter, randomized, double-blinded, placebo-controlled, parallel-group
phase 2 clinical trial to evaluate the efficacy and safety of RBD5044 subcutaneous injections
in participants with mixed dyslipidemia.
Trial Design. This phase 2 clinical trial of RBD5044 will consist of three dose level
cohorts of RBD5044 or placebo: low dose (n=40), medium dose (n=40), and high dose (n=40).
Participants within each dose cohort will be randomly assigned in a 3:1 ratio to receive either
the active treatment (RBD5044) or placebo. All trial groups will be dosed in parallel.
Participants will be followed up for a total duration of 48 weeks from the first day of
administration, with the primary endpoint evaluation scheduled at week 16. The trial is
expected to conclude at the end of week 48.
Trial Objectives. The primary objective is to evaluate RBD5044’s safety and efficacy in
patients with mixed dyslipidemia. The primary endpoints include percent change from baseline
in TG levels. The secondary objective is to evaluate RBD5044’s safety and tolerability. The
secondary endpoints include AE, percent change from baseline in TG levels at different time
points, percent change from baseline in APOC3 levels at different time points, plasma
concentrations, percent change from baseline in total cholesterol, LDL-C, HDL-C, non-
HDL-C, TG-rich lipoprotein cholesterol, apolipoprotein B, apolipoprotein A1, lipoprotein (a)
levels at different time points.
Trial Progress. This phase 2 clinical trial was commenced in January 2025 and is
currently ongoing. As of the Latest Practicable Date, we were in the process of recruiting
subjects. We sponsor and conduct this phase 2 trial independently.
Key Milestones and Next Steps
In November 2022, we submitted the clinical trial notification for the phase 1 clinical trial
of RBD5044 to the TGA, pursuant to which we completed RBD5044’s phase 1 trial in Australia
in October 2024. In August 2024, we submitted a CTA for RBD5044’s phase 2 clinical trial to
the EMA and obtained the approval in October 2024. The phase 2 CTA was supported by
interim blinded safety and PK data in the phase 1 clinical trial in Australia as of June 30, 2024,
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which demonstrated an acceptable safety profile with no safety concerns identified. As a result,
the competent authority approved progression to phase 2 clinical development. This phase 2
trial is currently ongoing in Sweden in patients with mixed dyslipidemia.
RBD5044 MAY NOT ULTIMATELY BE SUCCESSFULLY DEVELOPED AND
COMMERCIALIZED.
RBD7022 — A PCSK9 targeting siRNA for Hypercholesterolemia
Overview
RBD7022 is the second PCSK9-targeting siRNA to enter clinical development globally,
employing advanced RNA interference technology to precisely regulate cholesterol
metabolism. Through specific inhibition of PCSK9 expression in the liver, RBD7022 increases
LDL receptor (LDL-R) density on liver cells, enhancing the body’s natural ability to clear LDL
cholesterol from circulation. Compared to PCSK9-targeting monoclonal antibody inhibitors
that need to be injected every 2-4 weeks, the siRNA approach offers extended dosing intervals
and improved compliance.
In preclinical studies, RBD7022 achieved similar LDL-C reductions compared to
inclisiran, the only PCSK9-targeting siRNA drug approved to date. We presented results from
RBD7022’s phase 1 clinical trial in China at the 2025 ESC Congress, which further
demonstrated RBD7022’s robust and long-lasting effects, including LDL-C reduction
comparable to inclisiran, with the potential for a dosing frequency of once every six months.
Mechanism of Action
PCSK9 (Proprotein Convertase Subtilisin/Kexin Type 9) is an enzyme that plays a key
role in regulating cholesterol levels in the body, particularly low-density lipoprotein (LDL)
cholesterol, often referred to as “LDL-C” or “bad cholesterol.” PCSK9 binds to LDL receptors
on liver cells, leading to their degradation. This reduces the liver’s ability to clear “bad
cholesterol” from the bloodstream.
RBD7022 is a GalNAc-conjugated siRNA developed to target and suppress the expression
of PCSK9. By specifically targeting PCSK9 mRNA in liver cells, RBD7022 effectively reduces
the production of PCSK9 protein through the RNA interference mechanism. With lower levels
of PCSK9, fewer LDL receptors are broken down, resulting in a significant increase in the
number of LDL receptors available on the surface of liver cells. This increase enhances the
liver’s capacity to remove LDL-C from the blood, thereby lowering LDL and overall
cholesterol levels. This mechanism makes RBD7022 a therapeutic option for individuals with
hypercholesterolemia, aiming to reduce the risk of cardiovascular disease associated with high
cholesterol levels. The figure below illustrates the mechanism of action of RBD7022.
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Figure 7. Mechanism of Action of RBD7022
Source: Company data
Market Opportunity and Competition
Hypercholesterolemia (“HC”) is the most common type of hyperlipidemia, accounting for
approximately 27.4% of global dyslipidemia cases. HC is known as a significant risk factor for
cardiovascular diseases and is frequently associated with other metabolic disorders. According
to Frost & Sullivan, among patients with premature cardiovascular disease, approximately
33.8% to 44.3% present with HC. According to Frost & Sullivan, approximately 935.0 million
people were affected by HC in 2024 globally, which is expected to reach 1,010.0 million in
2034.
Current therapies, such as statins (which lower LDL cholesterol) and ezetimibe (which
reduces cholesterol absorption in the intestines), have shown varying degrees of success.
However, only about one-third of patients achieve their target LDL-C levels with available
treatments. Moreover, poor patient adherence remains a significant challenge, impacting the
effectiveness of these therapies.
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PCSK9 inhibitors have emerged as a novel agent which potentially offer several
advantages over statins and ezetimibe, particularly in their ability to significantly lower LDL
cholesterol by 50%-70%, compared to statins (generally 20%-50%) and ezetimibe (15%-20%).
Unlike traditional PCSK9 inhibitors, which are monoclonal antibodies that need to be injected
every 2-4 weeks, PCSK9-targeting siRNA therapies have a longer duration of action, requiring
only twice-yearly injections after an initial dosing regimen, significantly improving patient
adherence and convenience. Similar to PCSK9 inhibitors, siRNA therapies provide an effective
option for patients who are statin-intolerant or those who need further LDL-C reduction despite
being on statins.
As of the Latest Practicable Date, inclisiran was the only PCSK9-targeting siRNA drug
approved globally for the treatment of hypercholesterolemia. In 2024, the global sales of
inclisiran reached US$754 million. As of the Latest Practicable Date, there were six siRNA
drug candidates under clinical development globally for hypercholesterolemia. For more
details on the competitive landscape of PCSK9-targeting siRNA drugs, see “Industry Overview
— Cardiovascular, Metabolic and Renal Diseases — Hyperlipidemia — PCSK9-targeting
siRNA Drugs for Hypercholesterolemia — Competitive Landscape of PCSK9-targeting siRNA
Drugs for Hypercholesterolemia.”
Competitive Advantages
 Global first-tier PCSK9-targeting siRNA candidate. RBD7022 is the second
PCSK9-targeting siRNA to enter clinical development globally, employing
advanced RNA interference technology to precisely regulate cholesterol
metabolism. Through specific inhibition of PCSK9 expression in the liver,
RBD7022 increases LDL receptor (LDL-R) density on liver cells, enhancing the
body’s natural ability to clear LDL cholesterol from circulation. As of the Latest
Practicable Date, there was one PCSK9-targeting siRNA drug, inclisiran, approved
globally for the treatment of hypercholesterolemia, with RBD7022 ranked among
the most clinically advanced among the siRNA drug candidates under clinical
development globally.
 Potent LDL-C reduction effects. In preclinical studies, RBD7022 achieved similar
LDL-C reductions compared to inclisiran. We presented results from RBD7022’s
phase 1 clinical trial in China at the 2025 ESC Congress, which further demonstrated
RBD7022’s robust and long-lasting effects, including LDL-C reduction comparable
to inclisiran, with the potential for a dosing frequency of once every six months.
Using PCSK9 levels as a marker of target engagement, RBD7022 demonstrated a
maximal reduction of up to 75% in patients with and without statin background
therapy, maintaining this level of suppression at six-month follow-up.
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 Strategic partnership to maximize global value. In December 2023, we granted Qilu
Pharmaceutical exclusive rights to develop, manufacture, and commercialize
RBD7022 in mainland China, Hong Kong, and Macau. See “— Licensing and
Collaboration Arrangements — License and Collaboration Agreement with Qilu
Pharmaceutical.” Our strategic partnership with Qilu Pharmaceutical accelerates
RBD7022’s path to market both in China and globally. By combining our innovative
siRNA technology with Qilu Pharmaceutical’s clinical development and commercial
capabilities, this collaboration enhances our ability to deliver this therapeutic option
to patients worldwide.
Data Summary
Preclinical Data
In preclinical studies, RBD7022 demonstrated the capability to significantly lower
LDL-C through potent and long-lasting reduction of PCSK9 levels. RBD7022 showed a potent
and long-lasting reduction in plasma PCSK9 levels in spontaneously hyperlipidemic monkeys.
In addition, RBD7022 also significantly and durably lowered LDL-C in spontaneously
hyperlipidemic monkeys and demonstrated comparable efficacy to a competitor drug in rhesus
monkeys.
Phase 1 Clinical Trial in Participants with Normal or Elevated LDL-c Cholesterol in China
(NCT05912296)
This was a randomized, single blind, placebo controlled, single center phase 1 trial to
evaluate the safety, tolerability, pharmacokinetics, and preliminary pharmacodynamics of
single and multiple ascending doses of subcutaneously administered RBD7022 in participants
with normal or elevated LDL-c cholesterol.
Trial Design. A total of 80 subjects were enrolled in this trial, including both healthy
subjects and hypercholesterolemic patients with and without background statin treatment. The
study was performed in two phases, SAD phase and MAD phase. There were four cohorts in
the SAD phase at dose levels of 25 mg, 100 mg, 300 mg and 500 mg, respectively. There were
six cohorts in the MAD phase and the dose levels were 100 mg, 300 mg and 500 mg, with or
without statin use. The decision to escalate to subsequent dose levels were made by the SRC
based on the review of all available safety information in each cohort.
Trial Objectives. The primary objective was to investigate the safety and tolerability of
RBD7022. The primary endpoint was number of participants with TEAEs as assessed by
CTCAE v5.0. The secondary objective was to investigate the PK and PD of RBD7022. The
secondary endpoints included PK parameters such as Cmax, Tmax, AUC
0-t, AUC 0-inf and PD
parameters such as serum levels of LDL-C and PCSK9.
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Trial Progress. This phase 1 trial was commenced in May 2023 and completed in March
2025, pursuant to an IND application we made to the NMPA in June 2022 and approval
received in September 2022. We served as the sponsor and conducted the phase 1 clinical trial
of RBD7022 in China pursuant to the collaboration agreement with Qilu Pharmaceutical.
Efficacy Data. RBD7022 has demonstrated strong and long-lasting effects, supporting a
dosing frequency of once every six months. We presented results from this phase 1 clinical trial
at the 2025 ESC Congress. Using PCSK9 levels as a marker of target engagement, RBD7022
demonstrated a maximal reduction of up to 75% in patients with and without statin background
therapy, maintaining this level of suppression at six-month follow-up.
Figure 8. Dose-dependent Changes from Baseline Across Lipid Fractions and ApoB
Source: Company data
Safety Data. RBD7022 showed good safety and tolerability in subjects with slightly
elevated LDL and with or without background statin treatment.
Key Milestones and Next Steps
We submitted an IND application to the NMPA for the phase 1 clinical trial of RBD7022
for the treatment of hypercholesterolemia in June 2022 and obtained the approval in September
2022. This phase 1 trial was commenced in May 2023 and completed in March 2025.
According to RBD7022 License and Collaboration Agreement, Qilu Pharmaceutical is
responsible for conducting the subsequent clinical trials in the PRC, including the ongoing
phase 2 clinical trial. See also “— Licensing and Collaboration Arrangements — License and
Collaboration Agreement with Qilu Pharmaceutical.”
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RBD7022 MAY NOT ULTIMATELY BE SUCCESSFULLY DEVELOPED AND
COMMERCIALIZED.
RBD7007 and RBD2080 — Targeting Key Proteins in the Complement Pathway to Treat
Renal and Autoimmune Diseases
We are developing siRNA drugs targeting key proteins in the complement pathway to
treat renal and autoimmune diseases. The complement system regulates both innate and
adaptive immunity. When this system malfunctions, it can cause tissue damage and
inflammation, contributing to complement-mediated renal and autoimmune diseases such as
IgAN and myasthenia gravis (“MG”) as well as other serious innate, antibody or Lectin driven
complement activation responses, leading to severe morbidity and disability.
The complement system plays a critical role in mediating inflammation and fibrosis
through three distinct activation pathways: the Classical, Lectin, and Alternative pathways.
These pathways converge through shared enzymatic amplification mechanisms, ultimately
driving downstream signaling. A key regulatory node involves the formation of C3/C5
convertases, which are multiprotein complexes that activate central complement components.
For example, in the Alternative pathway, complement Factor B (CFB) and complement Factor
D (CFD) play a critical role in the C3 convertase complex formation, which then generates
bioactive split products like C3a and C3b. Subsequent interactions between these fragments
and additional cascade components fuel further amplification, culminating in C5 cleavage into
C5a and C5b. This process ultimately leads to the assembly of the membrane attack complex
(“MAC”, C5b-9), a structure that promotes inflammation and destroys target cells.
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Our GalNAc-conjugated siRNA candidates RBD7007 and RBD2080 are engineered to
specifically target complement proteins in liver cells — the primary site of their production.
This approach effectively reduces the levels of these complement proteins at their source and
in circulation. The figure below illustrates the complement system’s activation pathways and
the mechanism of RBD7007:
Figure 9. Activation Pathways of Complement System and
Mechanisms of Drug Candidates
Classical
C1q, C1r, C1s
C2, C4
MBL + MASP C3-H20
Factor B AND D
C4bC2a = C3
convertase
C3(H2O)Bb - C3
“Tickover” convertase
Amplification loop
C3 convertase
C5b-9
C6
C7
C8
C9
B, D, Properdin
RBD7007
C3
C5
C5a
C5b
C3a C3b
C5
convertase
Lectin Alternative
Source: Company data
Notably, RBD7007 demonstrated encouraging preclinical evidence supporting its clinical
development. A single subcutaneous dose of RBD7007 in cynomolgus monkeys and humanized
(hC5) mice showed potent and sustained suppression of circulating C5 protein levels and liver
C5 mRNA expression, with strong PK/PD correlation.
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Figure 10. RBD7007’s Dose-Dependent and Durable Reduction of Circulating C5
Protein and Liver C5 mRNA Expression in hC5 Mice and Monkeys
Source: Company data
We obtained the CTA approval from the EMA in September 2024 to initiate RBD7007’s
phase 1 clinical trial. For RBD2080, we received the TGA’s acknowledgment of our clinical
trial notification in February 2025.
RBD7007 AND RBD2080 MAY NOT ULTIMATELY BE SUCCESSFULLY DEVELOPED
AND COMMERCIALIZED.
Liver Diseases
Despite medical advances, the treatment of liver diseases remains challenging. The
inability of traditional treatments to target intracellular pathways within liver cells, coupled
with severe side effects from systemic exposure, has left unmet need in the treatment of liver
diseases and their complications.
Our liver disease strategy concentrates on two therapeutic areas with medical needs:
chronic viral hepatitis, including chronic hepatitis B (“CHB”) and chronic hepatitis D
(“CHD”), and metabolic dysfunction-associated steatohepatitis (“MASH”), particularly
advanced diseases. Our liver disease pipeline is led by RBD1016, an siRNA candidate in global
clinical development for patients with chronic hepatitis B Virus (“HBV”) infection, including
those with hepatitis D virus (“HDV”) co-infection.
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RBD1016 — An siRNA Candidate for CHB and CHD in Global Clinical Development
Overview
RBD1016 is one of the most advanced siRNA drugs in terms of global clinical
development progress for patients with chronic HBV infection, including those with HDV
co-infection. RBD1016, with its potent and durable effect on HBsAg, is positioned as a
backbone therapy in future combination approaches to achieve functional cure of CHB, and a
differentiated siRNA candidate for CHD.
CHB is the world’s most prevalent liver infection with no major treatment breakthroughs
in the past 20 years. Current antiviral therapies, primarily interferons and nucleoside analogs,
are limited with no effective functional cure. siRNA represents a promising therapeutic
modality and a potential functional cure for CHB due to its differentiated intracellular
mechanism that potentially exerts multiple antiviral, particularly the suppression of HBsAg,
which is known to cause adverse CHB-associated liver complications. As of the Latest
Practicable Date, there were no siRNA drugs approved for treating CHB globally.
RBD1016’s phase 1 results showed sustained HBsAg reduction following single
administration, with dose-dependent response and favorable safety and tolerability profile.
With CTA approval from the EMA and IND approval from the NMPA received in May 2023
and October 2024, respectively, we are actively exploring RBD1016’s potential as a
next-generation CHB treatment to achieve functional cure in the disease. In October 2025, the
EMA granted Orphan Drug Designation to RBD1016 for the treatment of HDV infection.
Furthermore, RBD1016’s design and mechanism position it as a potential treatment for
CHD with superior safety and efficacy compared to existing treatments. We commenced a
phase 2a trial in Sweden in August 2024 to further explore the therapeutic potential of
RBD1016 for treating CHD, with trial completion expected by the end of 2026.
Mechanism of Action
CHB is caused by the infection of liver cells by Hepatitis B virus (HBV). Once inside the
nucleus of liver cells, the HBV genome forms covalently closed circular DNA (cccDNA),
which serves as a template to produce four viral mRNAs, with the HBx gene sequence
overlapping with other mRNA sequences. These mRNAs encode key viral proteins, including
hepatitis B surface antigen (HBsAg), hepatiti s B e antigen (HBeAg), and HBV DNA
polymerase — all of which play crucial roles in viral replication, transmission, and immune
evasion. The HBV X gene encodes the HBx protein, which plays essential roles in viral
replication, host-virus interactions, and is potentially involved in the development of liver
cancer. HDV is a satellite virus that only affects people with HBV infection, as it depends on
HBV’s surface protein, HBsAg, to infect liver cells. HDV/HBV co-infection is associated with
accelerated progression to cirrhosis and increased risk of liver cancer compared to HBV
infection alone.
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RBD1016 is designed with the goal of achieving functional cure of CHB and CHD.
RBD1016 is an siRNA drug comprised of a unit of siRNA and GalNAc delivery unit, with
highly liver-targeting specificity. The GalNAc group specifically binds to ASGPRs on the
surface of liver cells and is absorbed into the cell. Inside the cell, the siRNA is released and
then loaded into the RISC complex, where it binds to the mRNA, triggering RNA interference
(RNAi) degradation of target mRNA through the Ago2 protein. The active siRNA in RBD1016
targets the conserved region of the HBV X gene, allowing it to degrade all four HBV mRNAs
via the RNA interference mechanism. This not only blocks HBV DNA replication but also
significantly reduces the levels of viral proteins, such as HBsAg, HBeAg, over the long term,
leading to a potent and sustained anti-HBV effect. The figure below illustrates the mechanism
of action of RBD1016.
Figure 11. Mechanism of Action of RBD1016
Hepatitis B virus
Entry
Uncoating
Viral protein
Viral
genome
Nucleus
ER
Hepatocyte
Integrated
HBV DNA
Immature
nucleocapsid
dslDNA
cccDNA
Viral RNAs
HBsAg
HBsAg
mRNARBD1016
RBD1016
HBeAg
GalNAc
GalNAc
Mature
nucleocapsid
Virion
secretion
Reverse
transcription
Viral protein
secretion
Viral protein
secretion
Source: Company data
Market Opportunity and Competition
CHB. CHB is the world’s most prevalent liver infection with about 278.6 million infected
individuals worldwide in 2024, posing a major public health challenge globally. It is estimated
that 80%-90% of infants aged one year old and 30%-50% of children aged six years old and
younger who are infected with HBV will develop CHB, which can lead to serious and
potentially fatal complications, including cirrhosis, liver failure and liver cancer. About
20%-30% of untreated CHB patients are estimated to develop cirrhosis and liver cancer. CHB
treatment has seen no major breakthroughs in the past 20 years. Current antiviral therapies,
primarily interferons and nucleoside analogs, are limited with no effective functional cure.
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siRNA represents a promising therapeutic modality and a potential functional cure for
CHB due to its differentiated intracellular mechanism that potentially exerts multiple antiviral
effects, particularly the suppression of HBsAg, which is known to cause adverse CHB-
associated liver complications, either as monotherapy or in combination with existing antiviral
therapies.
As of the Latest Practicable Date, there were no siRNA drugs approved for treating CHB
globally. As of the same date, there were six siRNA drug candidates in phase 2 clinical
development or beyond globally for CHB. For details of the competitive landscape of
siRNA drugs for treating CHB, see “Industry Overview — Liver Diseases — Chronic
Hepatitis B (“CHB”) — siRNA Drugs for CHB — Competitive Landscape of Anti-HBV siRNA
Drugs.”
CHD. CHD is a severe liver superinfection caused by the HDV affecting 12.3 million
people worldwide as of 2024. Known as a satellite virus, HDV exclusively affects individuals
with HBV infection. CHD represents the most aggressive form of viral hepatitis, accelerating
the progression of liver complications such as fibrosis, cirrhosis, and decompensation, while
significantly increasing the risks of liver cancer and mortality compared to HBV infection
alone.
There is currently no cure for CHD globally. PegIFN- /H9251is the generally recommended
treatment for CHD patients worldwide, which has significant side effects. In the EU, NTCP
inhibitor bulevirtide is approved for the indication, but it has limited effect on HBsAg with its
mechanism of actions. NAs entecavir (ETV) or tenofovir are recommended for some patients
who are ineligible for PegIFN- /H9251treatment, but they are ineffective in reducing HBsAg or HBV
RNA levels. These limitations underscore an immense unmet need for safe and effective
therapies to achieve HBsAg clearance and sustained HDV virological response. siRNAs that
target HBV represent a promising treatment modality for CHD due to its differentiated
intracellular mechanism that potentially exerts multiple antiviral effects, particularly the
suppression of HBsAg, which is known to cause adverse CHB-associated liver complications.
As of the Latest Practicable Date, there were no siRNA drugs approved for treating CHD
globally. As of the same date, there were three siRNA drug candidates under clinical
development globally for CHD. For details of the competitive landscape of siRNA drugs for
treating CHD, see “Industry Overview — Liver Diseases — Chronic Hepatitis D (“CHD”) —
siRNA Drugs for CHD — Competitive Landscape of siRNA Drugs for CHD.”
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Competitive Advantages
 Robust and Durable Anti-HBV Effects and Favorable Safety Profile. RBD1016’s
phase 1 results showed sustained HBsAg reduction following single administration,
with dose-dependent response and favorable safety and tolerability profile.
RBD1016 demonstrated a strong safety profile in healthy subjects in a completed
phase 1a clinical trial in Australia and in patients with CHB in a completed phase
1b clinical trial in Hong Kong, with most treatment emergent adverse events
(TEAEs) being grade 1-2 in severity, no serious adverse events (SAEs) and no
adverse events (AEs) that led to participant withdrawal from the study.
 Expanding Therapeutic Potential to Chronic Hepatitis D. RBD1016’s design and
mechanism position it as a potential treatment for CHD with superior safety and
efficacy compared to existing treatments. We commenced a phase 2a trial in Sweden
in August 2024 to further explore the therapeutic potential of RBD1016 for treating
CHD.
 Potential in Combination Therapy. Standard treatments as a monotherapy cannot
achieve functional cure of CHB and/or CHD in most patients, largely due to their
inability to reduce HBsAg. Notably, clinical trial data demonstrate RBD1016’s
consistent ability to reduce HBsAg levels below 100 IU/mL — a clinically
significant threshold required for immune system activation. This potent
monotherapy activity, combined with RBD1016’s unique mechanism of action to
reduce the level of HBsAg by targeting its mRNA, positions it as an ideal foundation
for combination strategies with other agents that leverage different antiviral
mechanisms of actions, such as interferons, potentially creating synergistic effects
that could lead to functional cure and hence capturing a significant market
opportunity in the treatment of CHB and CHD.
Data Summary
Preclinical Data
We performed extensive in vitro and in vivo preclinical studies to characterize the safety
and efficacy of RBD1016 with key data summarized below:
Safety . The available nonclinical toxicology results of RBD1016 demonstrated good
safety profile with sufficient safety margin to support the clinical development at the proposed
clinical doses and regimen.
Efficacy . RBD1016 achieved significant, dose-dependent inhibition of HBsAg, HBV
DNA and HBeAg that lasted for at least nearly three months following a single dose. The
co-administration of RBD1016 and entecavir (ETV , an NA drug) demonstrated enhanced
inhibition of serum HBV DNA compared to treatment with either compound alone,
highlighting a synergistic anti-HBV effect between RBD1016 and NA drugs.
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Figure 12. HBsAg Seroconversion induced in HBV-AA V Model
Source: Company data
Phase 1a Clinical Trial in Healthy Subjects in Australia (NCT04685564)
This was a randomized, double-blind, placebo-controlled, single dose-escalation study to
observe the safety and PK of RBD1016 in healthy subjects.
Trial Design . The trial was conducted in 32 subjects in one clinical trial site in Australia.
This trial consisted of four dose escalation cohorts with four sequential dose levels (single
doses of RBD1016 at 0.3, 1, 3 and 6 mg/kg). In each dose level cohort, eight healthy subjects
were randomized in a 6:2 ratio to receive RBD1016 or placebo. “Sentinel cohort” design was
used in each cohort: each cohort was administered in two batches, the first two subjects
received RBD1016 or placebo, respectively, and safety assessment was done on Day 8±1. After
safety was confirmed by the trial investigator, the remaining six subjects were randomly
assigned to receive RBD1016 or placebo in a ratio of 5:1. Dosing was escalated in a sequential
fashion, contingent upon the safety and PK data review of the previous dose by the trial’s safety
review committee. After a single-dose injection, there was a four-week safety assessment and
monitoring period, followed by safety follow-up from Day 29 to Day 85.
Trial Objectives. The primary endpoint was safety as measured by the incidence, nature
and severity of AEs and SAEs, electrocardiogram assessment of cardiac electrical properties,
vital signs, physical examinations and clinical laboratory examinations of ascending single
dose of RBD1016 in healthy subjects. The secondary endpoint was PK as measured by PK
parameters such as maximum concentration (C
max), area under the concentration-time curve
from 0 to the collection time (AUC 0-t) and time to maximum concentration (T max).
Trial Progress. This trial was commenced in February 2021 and completed in November
2021. We sponsored and conducted this phase 1a trial independently.
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Safety Data. RBD1016 showed an acceptable safety and tolerability profile. Comparable
safety profile was observed in each RBD1016 cohort (within the dose range of 0.3-6 mg/kg)
and placebo group, with all TEAEs being Grade 1-2 in severity and no deaths and SAEs
reported during the study. Most frequent ( /H113505%) TEAEs occurring in the RBD1016 cohorts
were headache (7/24, 29.2%), diarrhea (3/24, 12.5%), fatigue (3/24, 12.5%), dysmenorrhea
(2/24, 8.3%), injection site erythema (2/24, 8.3%), injection site pain (2/24, 8.3%) and
tonsillitis (2/24, 8.3%). All TEAEs were resolved without treatment.
PK Data. RBD1016 was absorbed rapidly and plasma eliminated rapidly after
subcutaneous injection. The exposure increased slightly more than dose-proportionally from
0.3 to 6 mg/kg and only a low to moderate amount of RBD1016 was recovered from the urine.
Phase 1b Clinical Trial in Patients with CHB in Hong Kong (NCT05017116)
This was a randomized, double-blind, placebo-controlled, single and repeated dose-
escalation study to evaluate the safety, PK and preliminary pharmacodynamics (PD) of
RBD1016 in patients with CHB.
Trial Design. This trial enrolled 40 patients in one clinical trial site in Hong Kong. This
trial consisted of two parts. Part A was a single dose escalation study where patients with CHB
were randomized to receive a single dose of RBD1016 or placebo in a 5:1 ratio. Part B was a
repeated dose escalation study where patients with CHB were randomized to receive two doses
of RBD1016 or placebo in a 3:1 ratio, and would start after the corresponding doses in Part A
had been assessed as safe.
Trial Objectives. The primary objective was to assess safety. The primary endpoint was
safety as measured by AEs and SAEs within 28 days after the last administration of RBD1016.
The secondary objective was to evaluate PK and preliminary pharmacodynamics. The
secondary endpoints were PK parameters, such as Cmax, AUC
0-t and Tmax, PD parameters,
and efficacy parameters that indicated antiviral activity, as measured by dynamic changes of
serum HBV functional biomarkers such as HBsAg, HBV DNA and HBV RNA levels over time
from baseline.
Trial Progress. This trial was commenced in August 2021 and completed in October 2023.
We sponsored and conducted this phase 1b trial independently.
Safety Data. RBD1016 showed an acceptable safety and tolerability profile. 68.8%
(22/32) of patients experienced TEAEs, with the most frequent ( /H113505%) TEAEs being injection
site reactions. Most patients (24/32, 75.0%) experienced Grade 1 or 2 AEs, with one patient
experienced Grade 4 elevated levels of creatine kinase and Grade 3 aspartate aminotransferase
due to excessive exercise, which the investigator determined was unrelated to RBD1016. All
other AEs were resolved with appropriate treatment.
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Table 2. Summary of safety results in Phase 1b trial in CHB patients
Participants n(%)
Single Dose (SD) Multiple Dose (MD) Total (N=40)
0.3 mg/kg
(N=5)
1 mg/kg
(N=5)
3 mg/kg
(N=5)
6 mg/kg
(N=5)
Placebo
(N=4)
3 mg/kg
(N=6)
6 mg/kg
(N=6)
Placebo
(N=4)
RBD1016
(N=32)
Placebo
(N=8)
SAEs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180000000000
AESIs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181(20) 0000000 1(3.1) 0
Discontinuation due
to TEAE /H1118/H1118/H1118/H1118/H1118/H11180000000000
Any TEAEs /H1118/H1118/H1118/H1118/H1118/H11183(60) 4(80) 3(60) 4(80) 1(25) 4(66.7) 4(66.7) 4(100) 22(68.8) 5(62.5)
Grade 1 /H1118/H1118/H1118/H1118/H1118/H1118/H11180 2(40) 3(60) 4(80) 1(25) 3(50) 3(50) 2(50) 15(46.9) 3(37.5)
Grade 2 /H1118/H1118/H1118/H1118/H1118/H1118/H11182(40) 3(60) 0 1(20) 0 1(16.7) 2(33.3) 3(75) 9(28.1) 3(37.5)
Grade 3 /H1118/H1118/H1118/H1118/H1118/H1118/H11181(20) 00000 1(16.7) 0 2(6.3) 0
Grade 4 /H1118/H1118/H1118/H1118/H1118/H1118/H11181(20) 0000000 1(3.1) 0
Related TEAEs /H1118/H1118/H1118/H11180000000 1(25) 0 1(12.5)
Efficacy Data. RBD1016 demonstrated preliminary anti-HBV effects in patients with
CHB. The maximum mean serum HBsAg reductions from baseline in participants receiving
single doses of RBD1016 0.3 mg/kg, 1 mg/kg, 3 mg/kg, 6 mg/kg and placebo were 0.48 (at visit
D85), 0.75 (at visit D85), 0.97 (at visit D113), 1.29 (at visit D113), and 0.00 log10 IU/ml,
respectively. The corresponding data in the repeated dose cohorts 3 mg/kg, 6 mg/kg and
placebo were 1.26 (at Visit D85), 1.24 (at Visit D169) and 0.00 log10 IU/ml respectively. The
following diagrams illustrate the changes in mean PD indicators in Part A and Part B.
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Figure 13. HBsAg and HBV RNA Viral Change from Baseline in
Part A (single dose) and Part B (multiple dose) (Log10 IU/ml)
HBsAg
HBV RNA
Single Dose
Study Day
Multiple Dose
Fold Change from Baseline
Mean ± SE (log10 IU/mL)
Placebo 0.3 mg/kg 1 mg/kg 3 mg/kg 6 mg/kg
Placebo 0.3 mg/kg 1 mg/kg 3 mg/kg 6 mg/kg
0.0
-0.5
-1.0
-1.5
1 8 15 29 43 57 85 113 141 169 1 8 15 29 43 57 85 113 141 169
Single Dose
Study Day
Multiple Dose
Fold Change from Baseline
Mean ± SE (log10 Copies/mL)
0.0
-0.5
-1.0
-1.5
1 8 15 29 43 57 85 113 141 169 1 8 15 29 43 57 85 113 141 169
Source: Company data
Phase 2a Clinical Trial in CHD Patients in Sweden (NCT06649266)
This is a multi-center, randomized, partially blinded and placebo-controlled phase 2a
study to evaluate the safety, efficacy and PK of RBD1016 in patients with CHD.
Trial Design . We plan to enroll 15 patients for this trial. Patients are allocated randomly
into two treatment groups — one active group (n=10) and one deferred active group (n=5). In
the active group, patients will receive RBD1016. In the deferred active group, patients will
receive four doses of placebo followed by deferred treatment doses of RBD1016. Patients in
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both groups will continue to receive a consistent nucleoside analogue treatment, one of the
mostly used therapies for HBV infection. All patients will be blinded to the trial treatment for
the 16 weeks after the first dose.
Trial Objectives . The primary objective is to evaluate efficacy. The primary endpoint is
mean change (log10 value) versus baseline in HDV RNA levels in plasma at the end of this trial
(Week 60). The secondary objective is to assess safety, efficacy, PK and immunogenicity. The
secondary endpoints are, among others, number and percentage of participants with AEs, SAEs
and AEs of interest, proportion of participants with undetectable HDV RNA (i.e., < the limit
of detection) or /H113502 log10 decrease in HDV RNA at end of trial (Week 60), mean (maximum)
change (log10 value) in HBsAg and HDV RNA levels versus baseline, PK parameters and
proportion of participants with positive immunogenicity.
Trial Progress . We initiated this trial in Sweden in August 2024. To date, 14 patients have
been enrolled and received randomized treatment. We sponsor and conduct this phase 2a trial
independently.
Phase 2 Global MRCT in CHB Patients (NCT05961098)
This was a multi-national, multi-center, randomized, double-blind, placebo-controlled
phase 2 clinical study to evaluate the long-term safety and efficacy of RBD1016 on background
of NAs in the treatment of CHB.
Trial Design . This trial was divided into 3 dose groups, namely 100 mg Q4W, 200 mg
Q4W and 200 mg Q12W. Each group enrolled 16 eligible participants, with 12 participants
receiving RBD1016 injection and 4 participants receiving placebo.
Trial Objectives . The primary objective was to evaluate safety and efficacy. The primary
endpoint of the study was safety and the maximum decline (log value) in HBsAg level from
baseline to Week 24 of the follow-up period. The secondary objective was to assess efficacy
and PK parameters. Secondary endpoints were the proportion of participants with HBsAg
decline /H113501 log10 IU/mL from baseline at Week 24 of the follow-up period, and PK
characteristics.
Trial Progress. We commenced this trial in Sweden in August 2023 and in Hong Kong in
October 2023 and have completed this trial, with the last patient’s final visit achieved in
October 2025. We are currently finalizing data analysis for this trial.
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Key Milestones and Next Steps
In February 2021, we received the TGA’s acknowledgment of our clinical trial
notification for the phase 1a clinical trial of RBD1016 in Australia. In June 2021, we obtained
the first clinical trial certificate to commence RBD1016’s phase 1b clinical trial in patients
with CHB in Hong Kong. These two phase 1 trials were independent studies conducted under
separate protocols, enabling concurrent PK assessment in both healthy subjects and CHB
patients. The clinical trial for target indication in Hong Kong did not require or rely on data
from the phase 1a study in healthy subjects in Australia, which is consistent with industry norm
in antiviral drug development as advised by Frost & Sullivan. In March 2024, we received a
CTA approval from EMA, pursuant to which we commenced RBD1016’s phase 2a clinical trial
in Sweden. For RBD1016’s phase 2 global MRCT, we obtained the requisite clinical trial
approvals from the EMA and Hong Kong Department of Health in May 2023 and October 2023,
respectively.
We have completed RBD1016’s phase 2 global MRCT for treating CHB in Sweden and
Hong Kong, and are currently finalizing data analysis for this trial. We received IND approval
from the NMPA in October 2024, which enables us to potentially expand RBD1016’s clinical
trials for CHB into China. Subject to clinical progress and regulatory communications, we plan
to initiate a global MRCT to evaluate the potential of RBD1016 in combination therapy, which
will include clinical sites in China. We are also exploring the therapeutic potential of RBD1016
for treating CHD and commenced a phase 2a trial in Sweden in August 2024, with trial
completion expected by the end of 2026. No separate phase 1b trial was required to be
conducted in CHD patients prior to the phase 2a trial in Sweden. The progression to phase 2a
in CHD patients was supported by the biological rationale that HDV requires HBV co-infection
for replication, as HDV uses HBsAg to form its viral envelope. Safety, tolerability and PK data
from the phase 1a trial in healthy volunteers and the phase 1b trial in CHB patients
demonstrated RBD1016’s ability to suppress HBsAg and provided sufficient evidence to
support regulatory acceptance for initiating the phase 2a trial in CHD patients.
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RBD1016 MAY NOT ULTIMATELY BE SUCCESSFULLY DEVELOPED AND
COMMERCIALIZED.
Other Therapeutic Areas
We are also developing drug candidates for hereditary angioedema (“HAE”) and
inflammatory diseases based on our RiboGalSTAR TM delivery technology. We currently have
over 20 other preclinical assets in our pipeline, including multiple siRNA candidates derived
from RiboPepSTAR
TM, our proprietary platform being developed to target extra-hepatic organs
and tissues like the kidney, CNS, and metabolic tissues such as adipocytes and muscles.
Meanwhile, we have one drug candidate in IND-enabling studies for the treatment of glioma,
leveraging RiboOncoSTAR
TM, our proprietary oncology-focused technology platform.
OUR TECHNOLOGY PLATFORMS
We have established proprietary technology platforms that encompass all key aspects of
oligonucleotide drug development, from drug delivery, chemical modification, multi-target
drug design, to model-informed drug development and manufacturing. This integrated and
scalable approach is validated by our pipeline of oligonucleotide drug candidates, and
continues to drive innovation and efficiency in our drug development process.
Drug Delivery Technology Platforms
We are among a select group of oligonucleotide drug developers worldwide with
proprietary, clinically validated liver-targeted GalNAc delivery technology. Building on this
foundation, we are developing a comprehensive suite of delivery technologies targeting
additional critical organs and tissues beyond the liver, including solid tumors, kidney, CNS and
metabolic tissues such as adipocytes and muscles. This balanced approach broadens our
therapeutic reach and solidifies our position in advanced siRNA delivery systems, setting us
apart in the rapidly evolving field of siRNA therapeutics.
RiboGalSTAR
TM
Our pioneering, liver-targeting RiboGalSTAR TM platform offers competitive targeting,
specificity and efficiency. To date, RiboGalSTAR TM has advanced seven programs into clinical
development across cardiovascular, metabolic, renal and liver diseases, marking it as one of the
most productive GalNAc platforms globally. It continues to be applied in the development of
new targets and indications, including in our strategic partnership with Boehringer Ingelheim
to explore multiple novel targets in MASH.
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RiboGalSTAR TM is equipped with a unique delivery technology for delivering siRNA
drugs for various targets and indications with origin in the liver. This technology addresses a
critical challenge in siRNA therapeutics: efficient and specific delivery. GalNAc-siRNA
conjugates derived from the RiboGalSTAR
TM platform exploit a highly specific liver-targeting
mechanism, selectively binding to ASGPRs, which are abundantly expressed on the surfaces of
liver cells. This interaction triggers rapid cellular uptake, efficiently transporting the siRNA
cargo into liver cells, and results in a potent, targeted, and sustained accumulation of siRNA
within liver cells, as depicted in the illustration below:
Figure 14. Mechanism of Action of GalNAc-conjugated siRNAs in the Liver
Source: Company data
We have developed RiboGalSTAR TM through over a decade of independent research,
securing patent rights in key jurisdictions including China, Europe and the U.S. By carrying
siRNA drugs directly to liver cells, RiboGalSTAR
TM can specifically modulate target genes
while minimizing unwanted side effects. As a versatile platform, RiboGalSTAR TM can be
paired with different siRNA sequences that address distinct disease pathways and has been
instrumental to the development of several siRNA drugs targeting various liver-related
conditions, including seven clinical-stage candidates (namely, RBD4059, RBD5044,
RBD1016, RBD7022, RBD7007, RBD2080, and RBD1119). We have also assembled a strong
pipeline of preclinical assets utilizing the RiboGalSTAR
TM platform, with three to four
candidates expected to enter clinical stage by the end of 2027.
RiboGalSTAR TM, together with our proprietary chemical modification technologies, also
serve as the foundation of our collaborations with Qilu Pharmaceutical and Boehringer
Ingelheim. For details, see “— Licensing and Collaboration Arrangements.”
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RiboOncoSTAR TM
Extra-hepatic delivery represents the next frontier in oligonucleotide therapeutics. We are
developing RiboOncoSTAR TM, a leading tumor-targeted platform utilizing oligonucleotide-
conjugate delivery technology, to support our development of multiple potentially first-in-class
cancer treatments. This platform enables specific targeted delivery to solid tumors. In
preclinical studies, RiboOncoSTAR
TM has shown superior anti-tumor effects and safety
profiles in selected cancer types compared to standard-of-care treatments. These attributes
position RiboOncoSTAR
TM as a globally leading technology in tumor-targeted oligonucleotide
delivery.
Leveraging the RiboOncoSTAR TM platform, we plan to extend our tumor-targeted
research beyond glioma to explore therapeutic potential of our drug candidates in other cancer
types, such as pancreatic cancer and other solid tumors. This expansion will potentially
encompass a variety of treatment and diagnostic modalities, including targeted chemotherapies,
targeted radiopharmaceuticals, and other next-generation targeted therapies, demonstrating the
adaptability and significant potential of the RiboOncoSTAR
TM platform.
RiboPepSTAR TM
Beyond tumor targeting, we are delivering our siRNA drug candidates to multiple critical
organs and tissues with our RiboPepSTAR TM platform. The platform has generated superior
efficacy in kidney and CNS delivery compared to existing therapies across multiple disease
models, placing us at the forefront of global oligonucleotide research among leading drug
developers.
Chemical Modification Platform for Enhanced Stability
Our expertise in chemical modification complements our delivery technologies as a core
competitive advantage. Chemical modifications are essential for developing effective
oligonucleotide therapeutics, protecting nucleic acids from degradation while minimizing
off-target effects and immunogenicity. Our proprietary RSC (Ribo Stabilization Chemistry)
platform systematically optimizes siRNA molecules through iterative design. This platform-
based approach can be universally applied to enhance siRNA candidates in four key ways:
resisting breakdown in the body, working more efficiently, providing longer-lasting action, and
improving safety for patients.
The synergy between RSC and our RiboGalSTAR
TM delivery technology is demonstrated
by the favorable safety profile and sustained efficacy of RBD4059 and other clinical-stage
assets. We have continued to iterate this technology, featuring broader sequence compatibility
and a unique strategy to reduce off-target effects, and AI-empowered strategies.
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Multi-target Drug Design Platform
While most siRNA drugs are designed with only one target, our multi-target siRNA drug
platform enables a single drug molecule to interfere with two or more targets simultaneously,
achieving a synergistic therapeutic effect by allowing combinations of two or more targets in
varying ratios, offering a technological advantage.
siRNA Sequence Design and Screening Platform
We have developed software dedicated to designing oligonucleotide drug sequences,
capable of analyzing predefined parameters such as off-target gene identification, cross-species
comparison and homology assessment to quickly select high-quality siRNA sequences with
optimal specificity and activity. Additionally, our high-throughput screening platform for
oligonucleotide compounds rapidly generates lead candidates.
Model-informed Drug Development (MIDD) Platform
By leveraging modeling and simulation techniques, we quantitatively analyze drug
characteristics and disease-related data, gaining a deeper understanding of siRNA mechanisms
and improving predictability at each stage of drug development.
Oligonucleotide-tailored CMC Platform
We have developed a scalable CMC system, leveraging over a decade of experience in the
synthesis and analysis of various complex oligonucleotide compounds, including siRNA, ASO,
long-chain aptamers, and aptamer-conjugates. This platform, focused on drug substance
processes and impurity control, is equipped with pilot-scale capabilities that sufficiently
support our preclinical research, including GLP toxicology studies, and early-stage clinical
development. We have also built a robust GMP quality management system, becoming the first
siRNA drug developer in China to pass the qualified person (QP) audits of the EU, striving to
ensure compliance with global clinical development standards. Our CMC and quality
management system allows us to meet the speed, quality, and cost-effectiveness demands while
advancing a deep and expanding pipeline, laying a solid foundation for the development of
innovative, affordable drugs for a broad patient population.
RESEARCH AND DEVELOPMENT
We believe research and development is critical to our future growth and our ability to
remain competitive in the global biopharmaceutical market. Our in-house R&D capabilities,
built on our clinically validated proprietary technology platforms, give us control and visibility
over our R&D process, and enable us to ensure the quality and efficiency of our drug
development programs. For details regarding our technology platforms, see “— Our
Technology Platforms.”
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We conduct our research and development activities primarily through our in-house R&D
team, and engage CROs from time to time to support our preclinical research and clinical trials.
In addition, we have established, and will continue to pursue, strategic partnerships to
accelerate the development of our pipeline across key global markets, expand our global
clinical development capabilities, and fuel our future innovation and long-term growth. See “—
Licensing and Collaboration Arrangements” and “— Our Business Strategies” for details.
For the years ended December 31, 2023 and 2024 and the six months ended June 30, 2024
and 2025, our research and development expenses were RMB315.8 million, RMB280.4
million, RMB134.8 million and RMB129.1 million, respectively, which accounted for 79.5%,
75.0%, 77.1% and 71.0% of our total operating expenses (which equals the sum of research and
development expenses, administrative expenses and selling and distribution expenses),
respectively. We expect that our research and development expenses will increase in line with
the future growth of our business. For the years ended December 31, 2023 and 2024 and the
six months ended June 30, 2024 and 2025, research and development expenses incurred for our
Core Product were RMB60.2 million, RMB34.5 million, RMB16.9 million and RMB33.4
million, respectively, which accounted for (i) 19.1%, 12.3%, 12.5% and 25.9% of our total
research and development expenses, and (ii) 15.2%, 9.2%, 9.7% and 18.4% of our operating
expenses (which equals the sum of research and development expenses, administrative
expenses and selling and distribution expenses), for the respective years/periods. During the
Track Record Period, the aggregate research and development expenses we incurred for the
Core Product amounted to RMB128.1 million, representing 17.7% of our total research and
development expenses during the same period, which constituted the largest proportion among
all our pipeline candidates and demonstrates our primary engagement in R&D for the purpose
of developing the Core Product in accordance with Chapter 2.3 of the Guide for New Listing
Applicants.
The decrease in research and development expenses incurred for our Core Product in 2024
compared to 2023 reflects natural variability in R&D spending in the clinical development
process, especially as RBD4059 transitioned between phase 1 and phase 2a trials. During the
second and third quarters of 2024, we focused on completing RBD4059’s phase 1 trial (with
the last patient enrolled in April 2024) while preparing for the phase 2a trial, including
engaging in ongoing communications with the EMA to finalize the phase 2a trial protocol,
obtaining regulatory approval, and conducting preparatory work prior to trial commencement.
This trial transition led to slower patient enrollment and consequently reduced research and
development expenses during the same period. The increase in research and development
expenses incurred for our Core Product for the six months ended June 30, 2025 compared to
the six months in June 30, 2024 primarily resulted from the accelerated advancement of
RBD4059’s phase 2a trial, with 15 patients enrolled in the first half of 2025 — almost double
the enrollment in the same period of 2024. Research and development expenses for RBD4059
are anticipated to rise and represent a larger share of our total R&D spending in the foreseeable
future, as the Core Product progresses into more advanced clinical phases.
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In-house R&D Team
As of June 30, 2025, our in-house R&D team consisted of 272 members, primarily located
in PRC and Sweden. Approximately 33.1% and 13.6% of these R&D team members held
master and doctoral degrees, respectively, mainly in pharmaceutical science, biology,
chemistry, and medicine. As of the same date, approximately 75% of our R&D team members
had prior working experience in the pharmaceutical industry. We place a strong emphasis on
academic qualifications, industry experience, and complementary expertise when building our
R&D team, which has allowed us to assemble strong talent that can effectively leverage their
accumulated knowledge across all aspects of research and development of oligonucleotide
therapeutics.
To support the development of RBD4059, our Core Product, we have established a
dedicated core project team of 12 members, comprising lead scientists and key personnel from
project management, clinical medicine, CMC, clinical operations, translational science,
regulatory affairs, and other critical functions. This core team’s work is underpinned by
company-wide support. During the Track Record Period, 126 of our R&D team members,
including multiple senior management team members, dedicated more than 10% of their
working hours to the Core Product, contributing to various aspects of RBD4059’s research and
development.
Notably, our R&D leadership has extensive prior experience in oligonucleotide
therapeutics research and a demonstrated track record contributing to the advancement of this
emerging therapeutic modality. The core leadership of our R&D team includes:
 Dr. LIANG Zicai, PhD , our founding Chairman and CEO, is a member of our core
strategic group, mainly responsible for our corporate strategy, technological
innovation, and fundraising. Dr. Liang has accumulated over 20 years of pioneering
research in oligonucleotide technologies and RNA therapeutics, yielding
breakthrough advances in siRNA delivery, stabilization, and specificity. A prolific
scholar, he has authored nearly 140 scientific publications and achieved an H-index
of 58, and was the inventor of multiple patents in these fields. Prior to assuming the
role of our full-time CEO in 2017, Dr. Liang held a tenured professorship at Peking
University’s Institute of Molecular Medicine for over a decade, and served as an
associate professor at Karolinska Institutet in Sweden. Notably, Dr. Liang
spearheaded China’s first major siRNA research project under the State High-Tech
Development Plan (ྌ), and has contributed to multiple
national-level research programs over the past two decades. Dr. Liang also serves on
the board of several prominent nucleic acid-focused societies and committees, and
his groundbreaking work has been fundamental in advancing China’s
oligonucleotide therapeutics industry.
 Dr. GAN Liming, MD, PhD , our co-CEO, Global R&D President and Chief
Medical Officer, is a member of our core strategic group, responsible for our overall
R&D strategy and operation, pipeline development and business development
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activities. Dr. Gan is an internationally acclaimed pharmaceutical expert with over
20 years of expertise in drug discovery, translational science, global clinical
development and cross-border collaborations. Prior to joining us, Dr. Gan had led
and overseen numerous early-phase and proof-of-concept MRCTs in his role as head
and global vice president of clinical development at AstraZeneca in cardiovascular,
renal, liver diseases and metabolism. In particular, he is a pioneer in the
development of first- and best-in-class oligonucleotide therapeutics and other
nucleic acid-based drugs. Notably, he orchestrated the world’s first clinical trial with
chemically modified mRNA, marking a key advancement in nucleic acid-based
therapeutics. Dr. Gan is also the CEO of Ribocure AB, our global R&D center.
 Dr. ZHANG Hongyan, PhD , our founding President, is a member of our core
strategic group, responsible for our overall corporate operation. Dr. Zhang brings
her unique blend of scientific expertise and entrepreneurial acumen to our leadership
team. After obtaining her PhD in molecular biology from Uppsala University,
Sweden in 1996 and completing her postdoctoral research at Y ale University, Dr.
Zhang continued her career as a distinguished researcher at the Karolinska Institutet.
She successfully founded two oligonucleotide-focused biotechnology companies in
Sweden before becoming our founding President in 2007. With over two decades of
entrepreneurial experience and extensive expertise in oligonucleotide research and
therapeutic development, Dr. Zhang has played a pivotal role in our transformation
over the years, leading the establishment of our comprehensive innovation
capabilities and rich pipeline of oligonucleotide therapeutics.
 Dr. TONG Cheng, PhD , our Executive Vice President, is primarily responsible for
leading the implementation of our product development strategies, our preclinical
research, CMC development and manufacturing activities. Dr. Tong has been
instrumental in building our highly efficient, integrated global R&D infrastructure
and CMC capabilities in oligonucleotide therapeutics. Before joining us in 2016, Dr.
Tong spent 15 years at Pfizer Inc., where he held various senior scientific and
leadership positions within this global MNC’s worldwide R&D organization,
including senior director roles in pharmaceutical sciences, and general manager of
Hisun-Pfizer Pharmaceuticals R&D Center. As a recognized industry leader, Dr.
Tong served as the chair and board member of the International Society for
Pharmaceutical Engineering (ISPE) China and the chair of the APEC Asia-Pacific
Council of the ISPE.
 Dr. GAO Shan, MD, PhD , our Senior Vice President and Chief Scientific Officer,
has co-led the development of our groundbreaking technology such as RNA
modification and delivery technology platforms. He is responsible for the preclinical
studies of our pipeline candidates, from drug discovery, pharmacological studies to
translational science. Dr. Gao’s distinguished career includes roles as a senior
researcher and associate professor at the Institute of Molecular Biology and
Nanoscience Research Center at Aarhus University, Denmark, where he made
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significant contributions to nucleic acid-based technologies and oncology research.
Additionally, he has over a decade of clinical experience at the Hospital of
Stomatology, Tianjin Medical University.
 Dr. Anders GABRIELSEN, MD, DMSc , our Vice President and Head of Global
Clinical Development, is an experienced physician-scientist with over a decade of
industry expertise in the cardiovascular, renal, and metabolism therapy area. Trained
as a cardiologist and internist at the Karolinska Institutet and Karolinska University
Hospital, Sweden, Dr. Gabrielsen specializes in heart failure and has played key
roles in core clinical teams across all aspects of cardiology and internal medicine,
with a focus on translational cardiovascular science. Dr. Gabrielsen’s work spans
multiple mechanisms of action, indications, and product launches, with global
industry experience from leading MNCs such as Bayer, Novartis, and AstraZeneca.
Most recently, at AstraZeneca, he served as executive group director for early
clinical development, where he was responsible for overseeing clinical activities in
cardiovascular and heart failure projects.
Our in-house R&D team consists of several key functionalities, including drug research,
clinical development and CMC. The following table sets forth the composition of our R&D
team by function as of June 30, 2025.
R&D Functions
Number of
Employees
Percentage of
Total
Discovery Research /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111889 32.7%
Clinical Development /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111877 28.3%
CMC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118106 39.0%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118272 100.0%
The following table sets forth the composition of our R&D team by region as of June 30,
2025.
Region
Number of
Employees
Percentage of
Total
Mainland China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118242 89.0%
Sweden /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830 11.0%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118272 100.0%
During the Track Record Period and up to the Latest Practicable Date, substantially all
key R&D personnel involved in the research and development of our Core Product, RBD4059,
remained employed by us.
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Scientific Advisory Board
We have established strong relationships with renowned experts in our focus R&D areas
worldwide. Our scientific advisory board comprises of seven world-class experts in the fields
of cardiovascular, liver and renal diseases with presence spanning China, the U.S., Sweden,
France and the Netherlands. Regular meetings with the scientific advisory board members
provide valuable insights that enlighten our research strategy and clinical development plans.
The scientific advisory board plays an instrumental role in both our early pipeline development
and the advancement of clinical projects and global collaborations.
R&D Process
We have established a robust drug R&D engine that drives deliveries at all stages of our
innovation processes, from drug discovery, preclinical, translational science, CMC to clinical
development. The following summary highlights the key steps of our in-house R&D process:
 Target Selection and Drug Discovery. Before initiating a project, we leverage deep
insights from our scientists to identify targets with high potential. For each
identified target, we conduct a comprehensive analysis to assess feasibility, taking
into account factors including compatibility with oligonucleotide therapeutics,
market size, patentability, competitive landscape, regulatory strategy, and potential
risks, safety concern concluded from published data and from competitors in their
clinical trials. Leveraging our RNA sequence design and high-throughput screening
platform, we design and synthesize siRNAs and conduct rigorous screening and
optimization processes to evaluate their toxicity and bioactivity. We then select lead
compounds to proceed into preclinical studies to further examine their preliminary
efficacy and safety.
 Preclinical Studies. During the early preclinical stage prior to PCC (Preclinical
Candidate), we further assess pharmacological selectivity/duration, developing
biomarkers, pharmacokinetic properties, and safety profile of lead compounds
through in vitro and in vivo studies. Candidate compound should show the desired
properties and meet the criteria of PCC. After the PCC is determined, it will enter
into IND-enabling studies which mainly include PD, drug metabolism and
pharmacokinetics (DMPK), PK/PD studies, safety evaluation, and CMC. All
toxicological studies are conducted in compliance with applicable GLP regulations
of competent authorities, including the NMPA, FDA and Organisation of Economic
Co-operation and Development (OECD). Those workstreams support IND filing for
first-in-human clinical trials.
 CMC. CMC refers to chemistry, manufacturing and controls that develop and
implement the stringent standards and procedures designed to ensure the consistent
manufacturing of high-quality drug substances and drug products. Given the
complexities of oligonucleotide therapeutics, CMC plays a pivotal role throughout
the entire oligonucleotide drug development process. This encompasses critical
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stages from preclinical research to clinical development. Our CMC team has
extensive experience in the development of manufacturing process for
oligonucleotide drug substance and drug product, analytical development,
establishment of control strategy including quality specifications, and technology
transfer. They work closely with our CDMOs and suppliers to ensure the delivery of
high-quality cGMP-compliant drug substances and drug products and the timely
supply of investigational medicinal products for clinical trials. See also “— Quality
Management.”
 Clinical Development . During clinical trials, we communicate closely with the trial
sites and principal investigators to ensure the clinical trial is conducted in a timely
manner and in accordance with the study protocol and good clinical practice (GCP)
guidelines. In addition to operating our own international CTU, Ribocure Clinic, we
collaborate with reputable clinical trial institutions and hospitals to enhance our
clinical trial capabilities. The selection of such collaborators is based on their
quality, resources, experiences, reputation, and availability of experts and subjects.
Moreover, our global regulatory affairs team oversees our regulatory strategy and
compliance with the applicable filing processes required by regulatory authorities,
maintaining continuous dialogue with regulatory authorities.
Our clinical development strategy reflects established industry practices of conducting
trials in jurisdictions that offer efficient regulatory pathways while generating data that is
accepted by major health authorities including the EMA, FDA and China’s CDE. We have
conducted most of our phase 1 trials in Australia because its regulatory framework is highly
aligned with these major regulatory authorities, enabling accelerated trial initiation and
ensuring the data generated are acceptable for subsequent development in our key target
markets. Our decision to conduct phase 2 trials in Sweden was a strategic choice driven by our
established network of experienced principal investigators and the clinical expertise within our
Sweden-based subsidiary, Ribocure AB, which facilitates high-quality trial execution under
EMA jurisdiction. See also “— R&D Facilities.” These jurisdictional choices enable us to
optimize development timelines and resource allocation while maintaining compliance with
internationally recognized scientific and regulatory standards.
R&D Facilities
As of the Latest Practicable Date, our R&D activities were primarily conducted in China
and Sweden. In China, we have established two R&D centers in Beijing and Suzhou. Our
Beijing R&D center is home to our proprietary technology platforms and research laboratories
equipped with advanced equipment to support our drug discovery, preclinical and clinical
research needs. Our Suzhou R&D center mainly houses our medical chemistry, CMC
development and manufacturing team.
In addition to our China-based R&D centers, we also conduct R&D activities in Sweden
through Ribocure AB. To enhance our global clinical execution capabilities, we have set up an
international CTU, Ribocure Clinic, in Mölndal, Sweden to specialize in the execution of phase
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2 clinical trials across cardiovascular, liver, lung, renal and other disease areas. Ribocure Clinic
has obtained the approval from the Swedish Medicines Agency to conduct clinical studies.
Currently, Ribocure AB conducts all our ongoing clinical studies in Europe, including two
ongoing phase 2 trials run independently by our CTU currently with the capacity to enroll over
100 patients.
The collective efforts of our cross-border research infrastructure and operations are
instrumental to the rapid, smooth and efficient execution of our drug development plans in
China and globally.
Collaboration with CROs
In addition to our in-house R&D activities, we also collaborate with reputable CROs to
manage, conduct, and support our preclinical research and clinical trials. For the years ended
December 31, 2023 and 2024 and the six months ended June 30, 2025, we engaged the services
of 94, 119 and 94 CROs, respectively, incurring related research and development expenses of
RMB95.7 million, RMB66.9 million and RMB25.4 million for the same periods, respectively.
The services provided by our CROs under our supervision generally include site
management, patient recruitment and data management for our clinical trials, as well as
preclinical and clinical laboratory testing and other specialized tasks aligned with our needs.
For our Core Product and other clinical-stage products, for example, we engaged CROs to
provide specialized technical services, including (i) to conduct toxicology, pharmacokinetic,
pharmacology, other preclinical studies and certain CMC-related studies, and (ii) to support our
clinical trials by providing site management, data management, statistical analysis, laboratory
testing, and other operational assistance. Our in-house R&D team oversees these CROs while
maintaining substantial control over all core functions, including clinical protocol design,
quality control, product specification, and strategic decision-making.
We have established standard operating procedures for CRO management, setting out
stringent protocols for CRO selection, audits, laboratory management, and process supervision.
We select CROs based on various factors, such as professional qualifications, research
experience in relevant fields, service quality and efficiency, regulatory inspection history,
industry reputation, and pricing. Prior to the engagement of CROs, we conduct thorough
evaluations to verify their ability to meet our quality standards and regulatory requirements.
Depending on the specific services required, we enter into project-based service agreements
with our CROs that outline the detailed scope of work, procedures, deliverables, timelines, and
payment terms. We have continually strengthened our ability to exercise oversight and
maintain quality control over the work performed by our CROs. During our preclinical studies
and clinical trials, we assign qualified personnel to exercise extensive oversight, including
rigorous monitoring of project milestones, structured review meetings with CROs to evaluate
data and resolve challenges, and implementing systematic in-process and close-out audits to
ensure quality and compliance. We closely supervise our CROs to ensure their performance in
a manner that complies with our protocols and applicable laws, which in turn protects the
integrity and authenticity of the data from our trials and studies. Despite the implementation
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of quality control and oversight procedures, the use of data and information from third-party
CROs may present inherent risks to data quality and integrity. See “Risk Factors — Risks
Relating to the Development of Our Drug Candidates — The data and information we rely on
in our research and development process could be inaccurate or incomplete, which could harm
our study results, regulatory approval process, reputation and prospect” and “Risk Factors —
Risks Relating to Dependence on Third Parties — We rely on third parties to monitor, support
and/or conduct clinical trials and preclinical studies of our drug candidates. If these third
parties fail to comply with the applicable regulatory requirements, procedures or contractual
duties in line with agreed protocols, we may not be able to obtain regulatory approval for, or
commercialize, our drug candidates, and our business could be materially affected.”
Key terms of our agreements that we typically enter into with our CROs are set forth
below.
 Services. The CRO provides us with ancillary services in the course of our
preclinical studies and clinical trials, such as implementing animal studies,
providing clinical support, record keeping and report preparation.
 Term. Our standard CRO service agreement typically has a term of two years, with
provisions for extension until the completion of specific project.
 Payments. We are required to make payments to the CROs in accordance with a
payment schedule agreed by the parties.
 Intellectual Property Rights. We generally own all intellectual property rights
arising from the projects conducted by the CROs within the stipulated work scope.
CROs are generally required to grant us a license to use their background
intellectual property incorporated into deliverables for the purpose of project
implementation.
CRO Data Mishandling Identified in RBD1016’s First IND Application and Subsequent
Remediations
In January 2020, we submitted our IND application to the NMPA to initiate RBD1016’s
phase 1 clinical trial in China. Following the initial submission and during the review process,
the CDE identified certain errors in the materials submitted, and the NMPA ’s Center for Food
and Drug Inspection (“ CFDI ”) subsequently conducted on-site inspections (“ 2021 On-site
Inspection ”) in connection with RBD1016’s preclinical studies. A Notice of Non-Approval for
Clinical Trial (the “ 2021 Non-Approval Notice ”) was issued in April 2021. The specific data
issues (“ Data Issues ”) identified in 2021 Non-Approval Notice resulted from the procedural
and data mishandling by one CRO engaged by us (the “ Original CRO ,” an Independent Third
Party) in connection with one of RBD1016’s preclinical pharmacology studies (the “ Relevant
Pharmacology Study ”).
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Following this incident, which occurred before the Track Record Period, we have
proactively implemented extensive remedial measures to systematically improve our project
management and data quality assurance capabilities, particularly to enhance our CRO selection
and oversight mechanisms. We submitted a new IND application for RBD1016’s phase 2 trial
in February 2024, which was approved by the NMPA in October 2024, indicating regulatory
acknowledgement of both RBD1016’s suitability to advance into the next clinical development
phase and our remedial measures.
Circumstances Leading to the Data Issues
When conducting the Relevant Pharmacology Study, the Original CRO improperly
collected data from non-enrolled animals without prior notice to or approval from us. These
records were included in the dataset delivered to us and subsequently submitted to the NMPA
as part of RBD1016’s IND application. We did not become aware of the Data Issues until the
2021 On-site Inspection, when the CFDI exercised its regulatory authority to examine the
underlying CRO records. The 2021 Non-Approval Notice also identified data discrepancies
caused by the Original CRO’s inadvertent clerical errors during data export and processing,
which led to inaccuracies in our IND application materials.
Although we had not been able to detect the Data Issues before they were revealed in
2021 On-site Inspection, no personal wrongdoing by our relevant personnel was identified in
connection with the Data Issues, either during the 2021 On-site Inspection, in the 2021
Non-Approval Notice, or as part of our internal investigation. For clarity, none of our past or
current directors and senior management team members had any personal involvement in the
Original CRO’s data mishandling, and there was no finding of misconduct attributed to our
directors, senior management or employees. We have since extensively enhanced our internal
procedures to improve our project management and data quality assurance capabilities, as
disclosed in further detail in the next section. We have ceased the procurement of all CRO
services from the Original CRO since the 2021 On-site Inspection.
Comprehensive statistical and scientific analyses have established that the Data Issues
would not have materially altered RBD1016’s preclinical findings even if all disputed data
points were fully incorporated or excluded. In particular, to verify RBD1016’s pharmacological
properties, we engaged a globally renowned CRO (the “ New CRO ”) to repeat the Relevant
Pharmacology Study under the same protocol (“ Additional Preclinical Study ”). This
Additional Preclinical Study produced results consistent with the original Relevant
Pharmacology Study, demonstrating that the Data Issues identified by the 2021 Non-Approval
Notice had no bearing on RBD1016’s efficacy and safety profile. This Additional Preclinical
Study was incorporated into RBD1016’s new IND application to the NMPA in February 2024
and passed the CFDI’s follow-up on-site inspection in July 2024. The NMPA expressed no
concerns regarding the validity, methodology, or sufficiency of the Additional Preclinical
Study or any associated pharmacology data.
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For clarity, the 2021 Non-Approval Notice addressed only the Relevant Pharmacology
Study. RBD1016’s pharmacological properties and therapeutic potential are well-substantiated
by: (i) cross-validation through numerous preclinical studies ( in vitro , in vivo , and multi-
animal models, including the Additional Preclinical Study) demonstrating consistent results
with no other data issues identified by the regulatory authorities, and (ii) clinical evidence from
RBD1016’s completed and ongoing trials, which confirmed that the isolated data discrepancies
from the Relevant Pharmacology Study had no material impact on either RBD1016’s
pharmacological profile or its clinical outcomes. For details on RBD1016’s global clinical
development plan, clinical trials and latest progress, see “— Our Pipeline — RBD1016.”
Remedial Actions Taken
The 2021 On-site Inspection identified several areas for improvement, primarily
including inadequate oversight of the CRO’s data processing, testing procedures, record-
keeping, and laboratory management practices. Following this incident, we have implemented
extensive remedial measures to systematically improve our project management and data
quality assurance capabilities, including to address the areas for improvement identified during
the 2021 On-site Inspection. In particular, we have established a standard operating procedure
(“SOP”) for CRO management (SOP-GE-003), setting out stringent requirements for CRO
selection, audits and process supervision, details of which are summarized below:
 CRO Screening. Prior to engaging CROs, we conduct thorough evaluations to
verify their ability to meet our quality standards and regulatory requirements. Our
business departments screen CRO candidates based on their professional
qualifications, research experience in relevant fields, service quality and efficiency,
regulatory inspection history, industry reputation, and pricing, among other factors.
CRO candidates are then shortlisted and submitted to our quality assurance
department for pre-selection audits.
 CRO Selection. CRO candidates must undergo a comprehensive initial auditing
process before engagement and are rated to receive approval, conditional approval
or rejection status. The scope of the audit includes CRO qualification, organizational
structure, personnel training, facilities, equipment, quality control systems, project
management, data reliability, and specific products or services provided.
 CRO Oversight. We closely supervise our CROs in accordance with our protocols,
GLP regulations, and other applicable laws and guidance. During key study phases,
we conduct in-process audits, following which an audit report is issued. If quality
issues potentially affecting data integrity and reliability are identified, we conduct
special audits to undertake investigations and, if necessary, suspend the CRO’s
services pending further assessment.
 CRO Evaluation. CRO evaluations are generally conducted bi-annually, where our
CROs are assessed based on qualitative and quantitative criteria, with ratings (i)
enhanced by strong execution capabilities, technical expertise, competitive pricing,
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and operational efficiency, and (ii) reduced by adverse findings during audits,
among other relevant factors. Our quality assurance department establishes and
maintains approved CRO lists and a database containing audit plans and audit
records, which serve as a basis for continuous evaluation and selection/removal
decisions.
Any material findings identified during audits conducted on CROs must be promptly
escalated to our senior management team for review. Under the SOP , our senior management
oversees (i) the CRO selection review and approval process and (ii) the bi-annual CRO
evaluations to confirm ongoing compliance with our qualification standards.
Furthermore, we have implemented wide-ranging remedial measures to enhance our
management over study records, reports, and laboratory practices. For our preclinical research,
we strive to strengthen our quality management system across all departments in accordance
with the Good Laboratory Practice for Non-clinical Drug Studies (Ӻሯඎ၍ଣ
஝ᇍ) and the Standards for Drug Records and Data Management (া፽ၾᅰኽ၍ଣ஝
ᇍ). We have enhanced our quality management across all key stages of study execution to
ensure that original records and raw data are authentic, accurate, complete, and traceable.
These measures encompassed the improvement of management systems and SOPs, personnel
training, equipment and facility replacements, and software updates. The quality assurance
department is responsible for tracking, supervising, inspecting, and validating the
implementation of these remedial measures.
In connection with the Listing, we have engaged an independent internal control
consultant (the “ Internal Control Consultant ”) to conduct a comprehensive assessment of our
internal control system. This evaluation encompasses key areas including R&D management,
outsourcing and cooperation management, clinical data review and regulatory processes.
Specifically, after appropriate and reasonable review and walkthrough testing of relevant
policies, procedures and other documentation (including the SOP and other enhanced measures
described above), the Internal Control Consultant did not identify any internal control related
issues and believes the relevant policies and procedures are effective at the design and
operational levels. As confirmed by the Internal Control Consultant, we have sufficient quality
control measures over the activities conducted by the third-party service providers engaged in
our research and development process.
As confirmed by our Directors and advised by our PRC Legal Advisors, we have not been
subject to any administrative penalties imposed by the NMPA or other PRC regulatory
authorities in connection with or following the 2021 Non-Approval Notice. Our Directors
confirm that (i) the Original CRO did not provide any services for our Core Product
(RBD4059) throughout its clinical development, and (ii) save for the 2021 Non-Approval
Notice, we have not received any objections or similar notices from the NMPA or other
regulatory authorities in connection with the use of data from any preclinical or clinical work
conducted by the CROs engaged by us. Based on the due diligence conducted by the Joint
Sponsors, the Joint Sponsors concur with the Directors’ confirmations above.
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Our Directors confirm that the 2021 Non-Approval Notice has no material adverse impact
on our operations, R&D capabilities and the clinical development of our drug candidates, based
on the following: (i) the incident was an isolated event involving CRO mishandling that took
place before the Track Record Period, under our previous CRO management system which has
since been significantly enhanced. No similar incidents have occurred with any of our other
drug candidates or CRO partners, either before or after the 2021 Non-Approval Notice; (ii) we
submitted a new IND application for RBD1016’s phase 2 trial in February 2024, which was
approved by the NMPA in October 2024, indicating regulatory acknowledgement of both
RBD1016’s suitability to advance into the next clinical development phase and our remedial
measures; (iii) the Data Issues identified by the 2021 Non-Approval Notice had no bearing on
RBD1016’s efficacy and safety profile, as demonstrated by the Additional Preclinical Study
conducted by the New CRO, cross-validation through numerous other preclinical studies, and
clinical evidence from RBD1016’s completed and ongoing trials; (iv) competent authorities in
the EU, Australia, and Hong Kong have each independently reviewed and approved
RBD1016’s clinical trial applications in the respective jurisdictions; and (v) the Internal
Control Consultant, after comprehensive assessment of our internal control system, confirmed
that the relevant policies are effective at the design and operational levels, and that we have
sufficient quality control measures over the activities conducted by the third-party service
providers engaged in our research and development process. Based on the due diligence
conducted by the Joint Sponsors, the Joint Sponsors concur with the Directors’ confirmation
that the 2021 Non-Approval Notice has no material adverse impact on the Group’s operations,
R&D capabilities and the clinical development of the Group’s pipeline products.
Despite our efforts, the CROs we engage may not always perform to our standards and
we may not have complete control over their operations and data systems. If our CROs fail to
competently perform their duties, the relevant data generated in our preclinical studies or
clinical trials may be deemed unreliable and the regulatory authorities may require us to
perform additional preclinical studies or clinical trials before approving our marketing
applications. See “Risk Factors — Risks Relating to Dependence on Third Parties — We rely
on third parties to monitor, support and/or conduct clinical trials and preclinical studies of our
drug candidates. If these third parties fail to comply with the applicable regulatory
requirements, procedures or contractual duties, we may not be able to obtain regulatory
approval for, or commercialize, our drug candidates, and our business could be materially
affected.”
LICENSING AND COLLABORATION ARRANGEMENTS
License and Collaboration Agreement with Qilu Pharmaceutical
On December 15, 2023, we entered into a license and collaboration agreement with Qilu
Pharmaceutical Co., Ltd. (“Qilu Pharmaceutical”) (as further amended on June 12, 2024, the
“RBD7022 License and Collaboration Agreement”). Qilu Pharmaceutical is a leading
pharmaceutical company in China dedicated to the R&D, production and distribution of
innovative drugs, committed to delivering high-quality and affordable healthcare solutions
worldwide. We became acquainted with Qilu Pharmaceutical through business development
initiative across multiple channels.
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The key terms of the RBD7022 License and Collaboration Agreement are summarized
below:
License We granted Qilu Pharmaceutical
(i) an exclusive, royalty-bearing, sub-licensable,
transferable license under certain patents and
know-how related to RBD7022 and
pharmaceutical products comprising RBD7022
(the “RBD7022 Products”) owned or
controlled by us to develop, manufacture and
commercialize RBD7022 and RBD7022
Products in mainland China, Hong Kong and
Macau (the “Territory”) for treatment,
prevention and diagnosis of all human
diseases, and
(ii) a non-exclusive, royalty-bearing, sub-
licensable, transferable license under certain
patents and know-how of our RiboGalSTAR
TM
and RSC platform technologies (the “Ribo
Platform Technology”) to develop,
manufacture and commercialize RBD7022 and
RBD7022 Products in the Territory for
treatment, prevention and diagnosis of all
human diseases (together, the “License”).
We retain the full rights to develop, manufacture
and commercialize RBD7022 and RBD7022
Products outside the Territory.
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Decision-making Mechanism We and Qilu Pharmaceutical have established a joint
steering committee (“JSC”) comprised of two
representatives from each party to oversee the
development of RBD7022 and RBD7022 Products
in the Territory and facilitate information exchange
under this agreement. Each decision of the JSC shall
be made upon the consensus of all representatives.
If the representatives on the JSC cannot reach an
agreement, Qilu Pharmaceutical will have final
decision-making power on matters in relation to
RBD7022 and RBD7022 Products in the Territory.
Unresolved disputes will ultimately be submitted to
Shanghai International Arbitration Center for final
resolution pursuant to its arbitration rules.
Allocation of Responsibilities Pursuant to the RBD7022 License and
Collaboration Agreement, we and Qilu
Pharmaceutical have established a development
plan for RBD7022 and RBD7022 Products in the
Territory. To ensure the smooth progression of the
clinical trial and mitigate potential delays
associated with a sponsor change, the parties agree
that we would remain as the sponsor and be
responsible for conducting the phase 1 clinical trial
of RBD7022 in China with certain reimbursements
from Qilu Pharmaceutical for the cost of the phase
1 clinical trial incurred after September 15, 2023,
and Qilu Pharmaceutical is responsible for
conducting any subsequent clinical trials of
RBD7022 or RBD7022 Products in the Territory at
its own expense.
Intellectual Property Under the RBD7022 License and Collaboration
Agreement, each party shall own new patents
generated solely by itself (or its affiliates) as a
result of improvements to RBD7022 and RBD7022
Products.
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Consideration In partial consideration of our granting of the
License and rights to Qilu Pharmaceutical under the
RBD7022 License and Collaboration Agreement,
Qilu Pharmaceutical has made three installments of
upfront payments totaling RMB40.0 million to us to
date. We are also eligible to receive milestone
payments upon the achievement of specified
development, regulatory and commercial milestones
totaling up to RMB740 million, including, among
other events: completion of the phase 1, 2 and 3
clinical trials of RBD7022 in mainland China,
commercialization of RBD7022 in mainland China,
and first achievements of various specified annual
net sales thresholds of RBD7022 in the Territory. To
date, we have received milestone payments of
RMB30.0 million from Qilu Pharmaceutical. Qilu
Pharmaceutical further agreed to pay, on a region-
by-region basis, tiered royalties between single-
digit to double-digit percentage on the annual net
sales of RBD7022 and RBD7022 Products in the
Territory (subject to certain royalty reduction
adjustments) upon commercialization. Such
royalties shall be payable until the earliest
occurrence of (i) the expiration or invalidation of
RBD7022’s relevant sequence patents in mainland
China, or market entry of competing third-party
products following patent challenges or invalidation
proceedings; or (ii) the tenth anniversary of the
RBD7022 Products’ first commercial sale in the
relevant region (the “Royalty Term”).
Duration and Termination The RBD7022 License and Collaboration
Agreement shall remain in effect until the
expiration of the Royalty Term, and may be
terminated early under certain agreed
circumstances. Upon the expiration of this
agreement, the License and any derived sublicenses
shall remain in effect, and the License will convert
to an irrevocable, exclusive (for RBD7022 and
RBD7022 Products) or non-exclusive (for Ribo
Platform Technology), sublicensable, perpetual,
fully paid, and royalty-free license. We have the
right to terminate the RBD7022 License and
Collaboration Agreement if Qilu Pharmaceutical
suspends the development of RBD7022 and
RBD7022 Products for more than nine consecutive
months. Qilu Pharmaceutical has the right to
terminate this agreement with prior written notice.
In general, either party may terminate this
agreement in the event of the other party’s uncured
material breach or insolvency.
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Collaboration and License Agreement with Boehringer Ingelheim to Jointly Progress
Potential First-in-Class siRNAs Utilizing RiboGalSTAR TM Technology
On December 22, 2023, we entered into a collaboration and license agreement with
Boehringer Ingelheim (as may be amended from time to time, the “BI Collaboration
Agreement”). Through this collaboration, Boehringer Ingelheim and we aim to utilize our
proprietary RiboGalSTAR
TM technology to identify compounds (“Compounds”) for
multiple targets (“Targets”), leveraging our industry-leading expertise in the field of
GalNAc-conjugated siRNAs. Boehringer Ingelheim is a globally renowned pharmaceutical
company headquartered in Germany, focused on researching, developing and manufacturing
innovative medicines for humans and animals. We became acquainted with Boehringer
Ingelheim through business development initiative across multiple channels.
The key terms of the BI Collaboration Agreement are summarized below:
License In connection with the collaboration, we have
granted to Boehringer Ingelheim, on a target-by-
target basis, an exclusive, royalty-bearing,
worldwide, perpetual, transferable, sub-licensable
license under certain intellectual property
controlled by us or our affiliates (“Licensed
Technology”), including intellectual properties
relating to our GalNAc platform and siRNA
modification platform, to exploit the identified
Compounds and pharmaceutical products
containing at least one Compound (“Products”)
worldwide. For clarity, we retain full ownership of
the Licensed Technology, and are entitled to use the
Licensed Technology for all purposes, without
restrictions, outside the scope of the license granted
pursuant to the BI Collaboration Agreement,
including to develop and exploit any compounds
and products as long as they are not Compounds and
Products identified by Boehringer Ingelheim under
this collaboration.
Decision-Making Mechanism Boehringer Ingelheim and we have agreed to
conduct a mutually agreed research program for the
Targets and have thus established a joint steering
committee (“JSC”) to oversee relevant research
activities. The JSC, comprised of up to three
representatives from each party, shall endeavor to
reach decisions by consensus.
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Allocation of Responsibilities Boehringer Ingelheim will have the exclusive right,
obligation and sole responsibility for conducting the
development, manufacturing and commercialization
of any Compound(s) and/or Product(s) for any
Target accepted by Boehringer Ingelheim
worldwide. We shall provide reasonable support and
assistance in connection with regulatory filings as
may be requested from time to time by Boehringer
Ingelheim.
Intellectual Property We shall be the sole owner of any intellectual
property and results we generate or develop within
the scope of the BI Collaboration Agreement
(including improvements to our RiboGalSTAR
TM
platform and other proprietary technologies),
provided that Boehringer Ingelheim shall be the sole
owner of all intellectual property and results that (i)
exclusively and solely relate to or comprise the
Compounds or Products (including patents covering
the Compounds’ chemical structure, formulation,
method of use, dosing regimen and other asset-
specific features), or (ii) are made by Boehringer
Ingelheim after the research program.
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Consideration In consideration of the access to our Licensed
Technology, Boehringer Ingelheim has paid us a
one-time, non-refundable and non-deductable
upfront payment of
C25.0 million. We are also
eligible to receive milestone payments totaling up to
C2,360 million upon the achievement of specified
research, development, regulatory and commercial
milestones (including, among other events: in vivo
proof of principle and other preclinical milestones
for each Target; initiation of clinical trials with the
first Product for each Target; the first regulatory
approvals of the first Product for each Target in
certain jurisdictions; and first achievements of
various specified annual net sales thresholds of the
first Product for each Target). To date, milestone
payments of
C10.0 million (1) have been paid under
this agreement.
As of the Latest Practicable Date, two projects were
being progressed under the BI Collaboration
Agreement. Boehringer Ingelheim and we reached
the first preclinical milestone less than a year after
the initiation of the partnership.
Note:
(1) Milestone payments received from Boehringer Ingelheim during the Track Record Period were recognized as
collaboration revenue from provision of R&D services, as they were directly tied to our obligations to perform
certain R&D activities under the agreed-upon research programs, primarily related to the discovery and
preclinical studies of SR111. For details, see “Financial Information — Description of Selected Components
of The Consolidated Statements of Profit or Loss and Other Comprehensive Income — Revenue.”
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Boehringer Ingelheim further agreed to pay tiered
single-digit royalties on the annual net sales of each
Product. Such royalties shall be payable, on a
country-by-country and Product-by-Product basis,
during the period beginning on the date of the first
commercial sale of such Product in such country
and continuing until upon the latest to occur of (i)
ten years following the first commercial sale of such
Product in such country, (ii) the expiration of all
valid claims of the patents in such country covering
the composition of matter of the Compound per se
in such Product, or (iii) the expiration of regulatory
exclusivity with respect to such Product in such
country (“Royalty Term”).
Duration and Termination The BI Collaboration Agreement shall continue in
full force and effect until the expiration of the
specified Royalty Term, unless terminated earlier
under certain agreed circumstances. Upon
expiration of the Royalty Term, the licenses we have
granted to Boehringer Ingelheim shall become non-
exclusive, perpetual, worldwide, sub-licensable,
transferable and fully paid-up. In general, either
party may terminate this agreement in whole or in
part in the event of the other party’s uncured
material breach or insolvency. Boehringer
Ingelheim may also terminate the agreement
without cause, in whole or in part, by giving us prior
written notice.
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MANUFACTURING
To date, our manufacturing activities are primarily limited to supporting our drug
development process. We also engaged industry-recognized CDMOs to supplement our
in-house capacity so as to enhance efficiency and reduce operational costs.
Manufacturing Facilities
We have established one cGMP-compliant manufacturing facility in Kunshan, Jiangsu
province, China, and adhere to the requirements under the cGMP standards and other
applicable regulations and guidelines in China, Europe, the U.S. and other relevant
jurisdictions in our drug manufacturing process. We commenced production activities in our
Kunshan manufacturing facility in July 2015. This manufacturing facility has a total floor area
of over 2,100 square meters, including approximately 1,100 square meters equipped with
oligonucleotide drug substance manufacturing capabilities. We currently have GMP-compliant
manufacturing line with an annual capacity of around 5 kg of drug substance, which can fully
support our current clinical development plan. For the years ended December 31, 2023 and
2024 and the six months ended June 30, 2025, we produced oligonucleotide drug substance of
3.45 kg, 4.25 kg and 3.17 kg, respectively, representing annual utilization rates of 69.0%,
85.0% and 63.4%, respectively. The fluctuation in annual utilization rates primarily reflects
variations in the number and stage of pipeline programs under development in each year/period
during the Track Record Period, which result in different production batch requirements and
quantities of drug substance needed. It is one of the few oligonucleotide drug substance
manufacturing facilities in China that have passed the qualified person (QP) audits of the EU.
In addition, our manufacturing facility in Tianjin, China, operated through our subsidiary
Azemidite, is responsible for the production of phosphoramidite and nucleoside products, the
key components in the synthesis of nucleotide strands. Completed in 2023, this facility has a
designed annual production capacity of 10 tons of phosphoramidite and nucleoside products.
It has successfully undergone trial production, customer qualification audits, and all requisite
regulatory inspection processes, with bulk manufacturing commenced in March 2025. Based on
the purchase orders we have secured, we had an utilization rate of 35.0% in the Tianjin facility
for the six months ended June 30, 2025. The facility is designed to support our clinical
development programs and future marketed products while also generating revenue through
external commercial sales. As confirmed by our PRC Legal Advisors, we have satisfied the
applicable regulatory requirements and are not required to obtain additional licenses or permits
for the commercial distribution of these products.
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Over the years, we have demonstrated robust, scalable manufacturing capabilities to
support both clinical and commercial-stage production of siRNA drug substances. Utilizing an
established solid-phase synthesis platform, we have successfully manufactured kilogram-scale
batches to support seven clinical-stage candidates. While conventional phosphoramidite
chemistry limits individual batch sizes to under 10 kilograms, we have implemented a
comprehensive scale-up strategy involving multiple manufacturing lines and rolling production
schemes to achieve required commercial capacity. This strategy ensures capacity meets
late-stage clinical and anticipated commercial requirements while maintaining stringent quality
standards.
Our manufacturing process begins with automated synthesis of single-stranded
oligonucleotides through sequential deblock, coupling, oxidation/thiolation, and capping
reactions. Following deprotection and cleavage from the solid support, intermediates undergo
purification and ultrafiltration before controlled annealing of complementary strands. The final
drug substance is obtained through lyophilization, with all steps executed under cGMP
conditions.
Collaboration with CDMOs
We currently outsource certain manufacturing activities, primarily the formulation
production, to industry recognized CDMOs in China. We intend to continue to collaborate with
CDMOs in the near term, as we believe it is cost-effective and efficient to engage CDMOs for
certain manufacturing activities and enables us to focus on, and allocate our resources to, the
discovery and clinical development of our candidates.
When selecting CDMOs we consider a number of factors, including manufacturing
capacity, qualifications, geographic location, track record, adherence to applicable regulations
and standards, as well as compatibility with our R&D priorities. We conduct quality assurance
audit programs to ensure monitor and evaluate the services of our CDMOs.
We typically enter into agreements with CDMOs on project-by-project basis. Key terms
of such agreements are set forth below.
 Services. The CDMO provides us with manufacturing services according to the
types of deliverables, location, unit price, volume and requested delivery date
specified by us.
 Quality Assurance and Inspections. We are entitled to conduct on-site audits and
inspections to ensure compliance of our CDMOs with the relevant cGMP and
regulatory requirements.
 Payments. We make payments to the CDMOs in accordance with the payments
schedule set forth in the agreement, which is typically linked to the stages of the
manufacturing process and the deliverables we receive.
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 Intellectual Property Rights. We generally own all intellectual property rights
arising from the outsourced manufacturing processes.
 Remedies for Non-conforming Products. We are entitled to remedies for products
that fail to conform to our specifications. The CDMOs are required to replace or
modify the non-conforming products and compensate us for any direct losses due to
the delay.
For risks relating to our relationship with CDMOs, see “Risk Factors — Risks Relating
to Dependence on Third Parties — We may rely on third parties to manufacture our drug
products for clinical development and commercial sales and to provide a stable and adequate
supply of quality materials and products for our drug development and commercialization
needs. Our business could be harmed if these third parties suffer substantial disruption to
supply chain and production facilities, encounter problems in manufacturing or fail to deliver
sufficient quantities of product or at acceptable quality or price levels.”
QUALITY MANAGEMENT
We maintain a comprehensive quality management system which is developed and
continuously refined to meet the stringent regulations and guidelines in China, Europe, the U.S.
and other relevant jurisdictions. We closely monitor the evolving cGMP standards and
regulatory changes in these key markets, updating our internal procedures accordingly. Upon
identifying new regulations and guidelines, we promptly conduct gap analyses between their
requirements and our existing operations. When gaps are identified, we will take timely actions
to ensure continuous regulatory compliance. Our quality management procedures span all key
development stages of the oligonucleotide therapeutics.
We carry out our R&D and manufacturing activities in compliance with detailed quality
management procedures to comply with relevant regulatory requirements and our internal
standards. We maintain documentation of our R&D and manufacturing activities to ensure
proper records are maintained for regulatory submissions and audits. We conduct rigorous
qualification and selection of raw material suppliers and ensure raw materials are tested and
verified before entering the cGMP manufacturing process. We regularly audit and inspect
CDMOs to verify that their processes align with our quality requirements and regulatory
standards. Furthermore, we provide trainings for our quality and research and development
teams to keep them updated on the latest quality standards and regulatory requirements.
For our preclinical research, we strive to strengthen our quality management system
across all departments in accordance with the Good Laboratory Practice for Non-clinical Drug
Studies (Ӻሯඎ၍ଣ஝ᇍ) and the Standards for Drug Records and Data
Management (া፽ၾᅰኽ၍ଣ஝ᇍ). Over the years, we have enhanced our quality
management across all key stages of study execution to ensure that original records and raw
data are authentic, accurate, complete, and traceable. These measures encompassed the
improvement of management systems and SOPs, personnel training, equipment and facility
replacements, and software updates. The quality assurance department is responsible for
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tracking, supervising, inspecting, and validating the implementation of these remedial
measures. All our pharmacology, pharmacokinetics, and toxicology studies operate under a
rigorous quality management system to ensure that R&D processes and outcomes consistently
meet or exceed relevant quality standards.
As of June 30, 2025, we had 21 members in our quality management team.
BUSINESS DEVELOPMENT
We have a dedicated business development team led by Dr. GAN Liming, our co-CEO,
Global R&D President and Chief Medical Officer, who is assisted by Dr. John TAYLOR, our
Vice President and Global Head of Business Development, to explore global collaboration
opportunities.
Since our inception, we have entered into several licensing and collaboration deals with
leading industry players worldwide. In 2023, we entered into collaboration agreements with
Boehringer Ingelheim and Qilu Pharmaceutical, respectively, with over US$2.0 billion in total
deal value. In particular, our collaboration with Boehringer Ingelheim marks the first
out-licensing deal achieved by a China-based pharmaceutical company specialized in
oligonucleotide therapeutics development. See also “— Licensing and Collaboration
Arrangements.”
We will continue to implement our synergistic model of external collaboration and
internal development to maximize the clinical and commercial value of our drug assets and
platforms. For details, see “— Our Business Strategies — Actively seek collaboration
opportunities with world-class partners to maximize the clinical and commercial value of our
drug assets and platforms.”
COMMERCIALIZATION
Although our drug candidates have yet to be commercialized, we are actively
contemplating the establishment of our commercial infrastructure and capabilities.
Anticipating commercialization of our clinical-stage assets in the next few years, we plan to
adopt a two-pronged approach:
In-House Capabilities . We will incrementally build our own commercialization
capabilities to provide flexibility, optimize resource allocation, and better adapt to evolving
market dynamics. We plan to gradually establish our in-house sales and marketing teams
composed of experienced professionals covering key therapeutic areas. Our in-house sale force
will focus on our sales and marketing activities in China. Consistent with China’s
reimbursement framework for innovative drugs, we anticipate pursuing NRDL inclusion for all
of our clinical-stage pipeline candidates through price negotiations following our drug
candidates’ approval to expand patient access, subject to comprehensive evaluation of multiple
factors including long-term commercial sustainability. Our pipeline focuses on chronic
conditions including cardiovascular, metabolic, renal and liver diseases, which represent
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significant disease burdens in China and are priority therapeutic areas for national healthcare
policy. Our Directors believe that NRDL inclusion for drugs treating these chronic conditions
is generally favored by healthcare authorities in China given the large patient populations
requiring long-term treatment and the policy focus on improving access to innovative therapies
for chronic disease management.
External Partnerships . We will continue to pursue a flexible collaborative strategy, which
we believe will allow us to rapidly deliver our innovative drugs to the patients in need by
leveraging the expertise and capabilities of external partners. This approach also enables us to
concentrate on our core capabilities to develop next-generation therapies, while efficiently
bringing our drug candidates to the global market as they approach commercialization,
utilizing our collaborators’ extensive networks and expertise worldwide. For our clinical
assets, we are strategically pursuing business development opportunities, including potential
licensing agreements, co-marketing arrangements, and territory-specific commercial
partnerships to optimize market access and value creation. As of the date of this prospectus, we
do not have any concrete plans or binding agreements for licensing-out additional drug
candidates.
We currently have four siRNA drug candidates in phase 2 clinical trials, which we plan
to rapidly advance toward commercialization. Our drug candidates have shown differentiated
competitive advantages and commercial potential, with our Core Product demonstrating
encouraging efficacy and safety profiles, including in comparison with standard-of-care
treatments. For details, see “— Our Competitive Strengths” and “— Our Pipeline.” RBD4059,
our Core Product, is the first clinical-stage siRNA drug that targets thrombotic disease,
showcasing the capability of our proprietary RiboGalSTAR
TM delivery platform to create
first-in-class therapeutics.
We believe we are uniquely positioned to accelerate oligonucleotide therapeutics’
expansion beyond rare diseases to address major public health challenges, making these
innovative treatments accessible to millions of patients worldwide.
INTELLECTUAL PROPERTY
We are committed to the development and protection of our intellectual properties. Our
future success depends significantly on our ability to obtain and maintain strong patent
coverage, as well as our ability to secure other forms of intellectual property and proprietary
rights protection, including protection of key technologies, inventions, and trade secrets that
are important to our drug pipeline and technology platform. Equally important is our capacity
to defend and enforce these patents, preserve the confidentiality of our trade secrets, and ensure
our freedom to operate without infringing upon, misappropriating, or otherwise violating the
valid and enforceable intellectual property rights held by third parties.
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We have a global portfolio of patents to protect our drug candidates and technologies. As
of the Latest Practicable Date, we owned 255 patents, including 62 issued patents in China, 65
issued patents in Europe, 18 issued patents in the U.S., 110 issued patents in other jurisdictions,
as well as 218 patent applications, including 76 in China, 17 in Europe, 19 in the U.S., 21 under
the Patent Cooperation Treaty (PCT), and 85 in other jurisdictions.
As of the Latest Practicable Date, with respect to our Core Product (RBD4059), we owned
nine patents, including one issued patent in China, one issued patent in the U.S. and seven
issued patents in other jurisdictions, as well as 14 patent applications, including one in China,
one in Europe, one in the U.S., and 11 in other jurisdictions. With respect to RBD5044 and
RBD1016, our two other lead clinical-stage products, we owned 26 patents, including two
issued patent in China, 10 issued patents in Europe, one issued patent in the U.S., and 13 issued
patents in other jurisdictions, as well as 26 patent applications, including two in China, two in
Europe, two in the U.S., and 20 in other jurisdictions. These patents and patent applications
owned by us cover material aspects of our Core Product and the respective clinical-stage
products.
The following table summarizes the details of the material granted patents and patent
applications in connection with our Core Product RBD4059, lead clinical-stage products
RBD5044 and RBD1016, and technology platforms. For details, see “Appendix VII —
Statutory and General Information — B. Further Information About our Business — 2.
Intellectual Property Rights — (b) Patents.”
Related Product/
Platform Scope of Patent Protection Category
Registration No./
Application No. Jurisdiction
Patent Holders/
Applicants
Expiration
Date (1)(2)
RBD4059 /H1118/H1118/H1118/H1118/H1118Nucleic Acid, Pharmaceutical
Composition, Conjugate,
Preparation Method, and Use
(ي
ձ͜௄)
Invention CN113227376B PRC Our Company 2040.05.21
RBD4059 /H1118/H1118/H1118/H1118/H1118Nucleic Acid, Pharmaceutical
Composition, Conjugate,
Preparation Method, and Use
(ي
ձ͜௄)
Invention CN202410323310.0 PRC Our Company N/A
RBD4059 /H1118/H1118/H1118/H1118/H1118Nucleic Acid, Pharmaceutical
Composition, Conjugate,
Preparation Method, and Use
(ي
ձ͜௄)
Invention HK40051484B Hong Kong Our Company 2040.05.21
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--- page 360 ---
Related Product/
Platform Scope of Patent Protection Category
Registration No./
Application No. Jurisdiction
Patent Holders/
Applicants
Expiration
Date (1)(2)
RBD4059 /H1118/H1118/H1118/H1118/H1118Nucleic Acid, Pharmaceutical
Composition, Conjugate,
Preparation Method, and Use
(ي
ձ͜௄)
Invention HK42024095976.7 Hong Kong Our Company N/A
RBD4059 /H1118/H1118/H1118/H1118/H1118Nucleic Acid, Pharmaceutical
Composition, Conjugate,
Preparation Method, and Use
Invention EP20810327.5 Europe Our Company N/A
RBD4059 /H1118/H1118/H1118/H1118/H1118Nucleic Acid, Pharmaceutical
Composition, Conjugate,
Preparation Method, and Use
Invention AU2020280438B2 Australia Our Company 2040.05.21
RBD4059 /H1118/H1118/H1118/H1118/H1118Nucleic Acid, Pharmaceutical
Composition, Conjugate,
Preparation Method, and Use
Invention AU2025203951 Australia Our Company N/A
RBD5044 /H1118/H1118/H1118/H1118/H1118Nucleic Acid, Composition and
Conjugate Containing Same,
and Preparation Method and
Use (ა
ʿႡ௪˙
ձ͜௄)
Invention CN117580953B PRC Our Company 2042.06.30
RBD5044 /H1118/H1118/H1118/H1118/H1118Nucleic Acid, Composition and
Conjugate Containing Same,
and Preparation Method and
Use (ა
ʿႡ௪˙
ձ͜௄)
Invention CN202511150352.X PRC Our Company N/A
RBD5044 /H1118/H1118/H1118/H1118/H1118Nucleic Acid, Composition and
Conjugate Containing Same,
and Preparation Method and
Use (ა
ʿႡ௪˙
ձ͜௄)
Invention HK40101485B Hong Kong Our Company 2042.06.30
RBD5044 /H1118/H1118/H1118/H1118/H1118Nucleic Acid, Composition and
Conjugate Containing Same,
and Preparation Method and
Use
Invention EP22841197.1 Europe Our Company N/A
RBD5044 /H1118/H1118/H1118/H1118/H1118Nucleic Acid, Composition and
Conjugate Containing Same,
and Preparation Method and
Use
Invention AU2022309416 Australia Our Company N/A
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Related Product/
Platform Scope of Patent Protection Category
Registration No./
Application No. Jurisdiction
Patent Holders/
Applicants
Expiration
Date (1)(2)
RBD1016 /H1118/H1118/H1118/H1118/H1118Nucleic Acid, Composition and
Conjugate Containing Same,
and Preparation Method and
Use (ა
ʿႡ௪˙
ձ͜௄)
Invention CN110945132B PRC Our Company 2038.11.29
RBD1016 /H1118/H1118/H1118/H1118/H1118Nucleic Acid, Composition and
Conjugate Containing Same,
and Preparation Method and
Use (ა
ʿႡ௪˙
ձ͜௄)
Invention CN202410305806.5 PRC Our Company N/A
RBD1016 /H1118/H1118/H1118/H1118/H1118Nucleic Acid, Composition and
Conjugate Containing Same,
and Preparation Method and
Use (ა
ʿႡ௪˙
ձ͜௄)
Invention HK40019842B Hong Kong Our Company 2038.11.29
RBD1016 /H1118/H1118/H1118/H1118/H1118Nucleic Acid, Composition and
Conjugate Containing Same,
and Preparation Method and
Use (ა
ʿႡ௪˙
ձ͜௄)
Invention HK42024095455.2 Hong Kong Our Company N/A
RBD1016 /H1118/H1118/H1118/H1118/H1118Nucleic Acid, Composition and
Conjugate Containing Same,
and Preparation Method and
Use
Invention AU2018377716B2 Australia Our Company 2038.11.29
RBD1016 /H1118/H1118/H1118/H1118/H1118Nucleic Acid, Composition and
Conjugate Containing Same,
and Preparation Method and
Use
Invention AU2025200653 Australia Our Company N/A
RBD1016 /H1118/H1118/H1118/H1118/H1118Nucleic Acid, Composition and
Conjugate Containing Same,
and Preparation Method and
Use
Invention EP3719125B1 Europe
(3) Our Company 2038.11.29
RBD1016 /H1118/H1118/H1118/H1118/H1118Nucleic Acid, Composition and
Conjugate Containing Same,
and Preparation Method and
Use
Invention EP24197689.3 Europe Our Company N/A
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Related Product/
Platform Scope of Patent Protection Category
Registration No./
Application No. Jurisdiction
Patent Holders/
Applicants
Expiration
Date (1)(2)
RiboGalSTAR TM /H1118/H1118Conjugates and preparation and
use thereof
Invention AU2018394875B2 Australia Our Company 2038.11.29
RiboGalSTAR TM /H1118/H1118Conjugates and preparation and
use thereof (ʿՉႡ௪
ձ͜௄)
Invention CN110959011B PRC Our Company 2038.11.29
RiboGalSTAR TM /H1118/H1118Conjugates and preparation and
use thereof (ʿՉႡ௪
ձ͜௄)
Invention CN116375774B PRC Our Company 2038.11.29
RiboGalSTAR TM /H1118/H1118Conjugates and preparation and
use thereof
Invention EP3732185B1 Europe (4) Our Company 2038.11.29
RiboGalSTAR TM /H1118/H1118Conjugates and preparation and
use thereof (ʿՉႡ௪
ձ͜௄)
Invention HK40019836B Hong Kong Our Company 2038.11.29
RSC /H1118/H1118/H1118/H1118/H1118/H1118/H1118Double-stranded
oligonucleotide, composition
and conjugate comprising
double-stranded
oligonucleotide, preparation
method therefor and use
thereof
Invention AU2018374219C1 Australia Our Company 2038.11.29
RSC /H1118/H1118/H1118/H1118/H1118/H1118/H1118Double-stranded
oligonucleotide, composition
and conjugate comprising
double-stranded
oligonucleotide, preparation
method therefor and use
thereof (㹷აeўᕐ
ၾၢΥ
ձ͜௄)
Invention CN110997919B PRC Our Company 2038.11.29
RSC /H1118/H1118/H1118/H1118/H1118/H1118/H1118Double-stranded
oligonucleotide, composition
and conjugate comprising
double-stranded
oligonucleotide, preparation
method therefor and use
thereof
Invention EP3719128B1 Europe
(4) Our Company 2038.11.29
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Related Product/
Platform Scope of Patent Protection Category
Registration No./
Application No. Jurisdiction
Patent Holders/
Applicants
Expiration
Date (1)(2)
RSC /H1118/H1118/H1118/H1118/H1118/H1118/H1118Double-stranded
oligonucleotide, composition
and conjugate comprising
double-stranded
oligonucleotide, preparation
method therefor and use
thereof (㹷აeўᕐ
ၾၢΥ
ձ͜௄)
Invention HK40019841B Hong Kong Our Company 2038.11.29
Notes:
(1) Patent expiration does not include any applicable patent term extensions.
(2) There are no expiration dates for patent applications (N/A).
(3) This European Patent (EP) has been validated and is in force in the following countries: United Kingdom,
Germany, France, Switzerland, Belgium, Sweden, Netherlands, Croatia, Albania, and Italy.
(4) This European Patent (EP) has been validated and is in force in the following countries: United Kingdom,
Germany, France, Switzerland, Ireland, Belgium, Sweden, Netherlands, Denmark, Croatia, Albania, and Italy.
We conduct our business under the brand name of “Ribo” (“ ๿௹”). As of the Latest
Practicable Date, we had 85 registered trademarks in China and 68 registered trademarks in
other jurisdictions, and filed four trademark applications globally. We are also the registered
owner of 13 domain names.
We have entered into license and collaboration arrangements with our business partners,
through which we may grant access to our own intellectual property or gain access to the
intellectual property of others. See “— Licensing and Collaboration Arrangements.”
During the Track Record Period and up to the Latest Practicable Date, we had not been
involved in any proceedings in respect of any claims of infringement of any intellectual
property rights which may have a material adverse effect on our business, financial condition
and results of operations. See also “Risk Factors — Risks Relating to Our Intellectual Property
Rights — We may from time to time be involved in legal proceedings and disputes to protect
or enforce our intellectual property rights, or defend against infringement and other claims
alleged by third parties, which could be expensive, time consuming and unsuccessful.”
In November 2024, we engaged IP counsel to conduct certain freedom-to-operate
searches and analyses (“FTO Analysis”) in China, Australia, and Europe in relation to our
RBD4059 (our Core Product), RBD5044 and RBD1016. Our Directors confirm that no
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substantial risk of infringement had been identified from the FTO Analysis in relation to the
siRNA sequences, the chemical modifications and delivery systems of the siRNA sequences,
or clinical indications currently under development of our Core Product and the respective
clinical-stage products.
SUPPLIERS AND PROCUREMENT
During the Track Record Period, our suppliers primarily consisted of (i) CROs and
CDMOs, and (ii) suppliers of raw materials and consumables for our drug development. For
details regarding collaboration with CROs and CDMOs, see “— Research and Development —
Collaboration with CROs” and “— Manufacturing — Collaboration with CDMOs.”
The raw materials procured for our drug candidates primarily include monomers,
anhydrous acetonitrile and toluene. We have established stable relationships with qualified
suppliers for raw materials, which we believe have sufficient capacity to meet our demands.
Nevertheless, we believe that adequate alternative sources for such supplies exist. To monitor
the quality of supplies, we implemented a standardized operating system, setting out the
procedures and guidelines for the procurement of raw materials, quality control inspection,
warehousing, testing, and storage. During the Track Record Period, we did not experience any
material shortage or delays in the supply of raw materials.
For the years ended December 31, 2023 and 2024 and the six months ended June 30,
2025, our purchases from our five largest suppliers in each year/period amounted to RMB64.6
million, RMB45.4 million and RMB17.2 million, accounting for 52.9%, 45.4% and 42.0% of
our total purchases for the same year/period, respectively, and our purchases from our largest
supplier for each year/period amounted to RMB35.3 million, RMB20.2 million and RMB4.7
million, accounting for 28.9%, 20.2% and 11.5% of our total purchases for the same
year/period, respectively. The following table sets forth details of our five largest suppliers in
each year/period during the Track Record Period:
Supplier Background
Products/
Services
Purchased
Commencement
of Business
Relationship
Credit
Terms
Purchase
Amount
(RMB in
thousands)
% of Total
Purchase
For the six months ended June 30, 2025
Supplier A /H1118/H1118/H1118/H1118/H1118A large comprehensive
hospital located in
China, primarily
engaged in provision of
medical services, clinical
research and medical
education
Clinical study
services
2019 30 days 4,685 11.5%
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Supplier Background
Products/
Services
Purchased
Commencement
of Business
Relationship
Credit
Terms
Purchase
Amount
(RMB in
thousands)
% of Total
Purchase
Supplier B (1) /H1118/H1118/H1118/H1118A China-based public
company listed on the
Shanghai Stock
Exchange and the Stock
Exchange. The group is
primarily engaged in
provision of
pharmaceutical R&D
services
Preclinical study
and clinical
support
services
2015 15 days 4,670 11.4%
Supplier C /H1118/H1118/H1118/H1118/H1118A private company located
in Singapore, primarily
engaged in provision of
clinical trial laboratory
services
Clinical support
services
2021 30 days 3,316 8.1%
Supplier D /H1118/H1118/H1118/H1118/H1118A private company located
in China, primarily
engaged in provision of
pharmaceutical R&D
services
Preclinical study
and clinical
support
services
2018 20 days 2,830 6.9%
CTC Clinical Trial
Consultants AB /H1118/H1118
A private company located
in Sweden, primarily
engaged in provision of
pharmaceutical R&D
services
Clinical CRO
services
2022 30 days 1,656 4.1%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 17,157 42.0%
For the year ended December 31, 2024
Supplier B
(1) /H1118/H1118/H1118/H1118A China-based public
company listed on the
Shanghai Stock
Exchange and the Stock
Exchange. The group is
primarily engaged in
provision of
pharmaceutical R&D
services
Preclinical study
and clinical
support
services
2015 15 days 20,239 20.2%
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Supplier Background
Products/
Services
Purchased
Commencement
of Business
Relationship
Credit
Terms
Purchase
Amount
(RMB in
thousands)
% of Total
Purchase
Nucleus Network /H1118/H1118A private company located
in Australia, primarily
engaged in provision of
pharmaceutical R&D
services
Clinical study
services
2022 30 days 8,356 8.3%
Supplier E
(1) /H1118/H1118/H1118/H1118A China-based public
company listed on the
Shanghai Stock
Exchange and the Stock
Exchange. The group is
primarily engaged in
provision of
pharmaceutical R&D
services
Preclinical study
and clinical
support
services
2016 15 days 7,526 7.5%
CTC Clinical Trial
Consultants AB /H1118/H1118
A private company located
in Sweden, primarily
engaged in provision of
pharmaceutical R&D
services
Clinical CRO
services
2022 30 days 4,886 4.9%
Supplier D /H1118/H1118/H1118/H1118/H1118A private company located
in China, primarily
engaged in provision of
pharmaceutical R&D
services
Preclinical study
and clinical
support
services
2018 20 days 4,405 4.5%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 45,412 45.4%
For the year ended December 31, 2023
Supplier E
(1) /H1118/H1118/H1118/H1118A China-based public
company listed on the
Shanghai Stock
Exchange and the Stock
Exchange. The group is
primarily engaged in
provision of
pharmaceutical R&D
services
Preclinical study
and clinical
support
services
2016 15 days 35,288 28.9%
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Supplier Background
Products/
Services
Purchased
Commencement
of Business
Relationship
Credit
Terms
Purchase
Amount
(RMB in
thousands)
% of Total
Purchase
Nucleus Network /H1118/H1118A private company located
in Australia, primarily
engaged in provision of
pharmaceutical R&D
services
Clinical study
services
2022 30 days 16,855 13.8%
Supplier B
(1) /H1118/H1118/H1118/H1118A China-based public
company listed on the
Shanghai Stock
Exchange and the Stock
Exchange. The group is
primarily engaged in
provision of
pharmaceutical R&D
services
Preclinical study
and clinical
support
services
2015 15 days 5,355 4.4%
Supplier F /H1118/H1118/H1118/H1118/H1118A private company located
in China, primarily
engaged in the research
and development and
commercialization of
innovative drugs, as well
as provision of
pharmaceutical R&D
and manufacturing
services
Reagents and
consumables
2019 20 days 4,050 3.3%
Supplier D /H1118/H1118/H1118/H1118/H1118A private company located
in China, primarily
engaged in provision of
pharmaceutical R&D
services
Preclinical study
and clinical
support
services
2018 20 days 3,036 2.5%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 64,584 52.9%
Note:
(1) Suppliers under the ultimate common control have been consolidated and treated as a single supplier
group in each year/period of the Track Record Period.
To the best of our knowledge, none of our Directors, their respective associates or any
shareholder who owned more than 5% of our issued share capital of our Company as of the
Latest Practicable Date, had any interest in any of our five largest suppliers in each year/period
during the Track Record Period.
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CUSTOMERS
During the Track Record Period, our revenue was primarily derived from our license and
collaboration agreements with our business partners. For further details, see “Financial
Information — Description of Selected Components of the Consolidated Statements of Profit
or Loss and Other Comprehensive Income — Revenue.”
For the years ended December 31, 2023 and 2024 and the six months ended June 30,
2025, revenue generated from our five largest customers in each year/period amounted to
RMB44 thousand, RMB142.5 million and RMB103.3 million, representing approximately
100.0%, 99.9% and 99.5% of our total revenue for the same year/period, respectively. Revenue
generated from our largest customer for each year/period amounted to RMB38 thousand,
RMB101.0 million and RMB72.9 million, representing approximately 86.4%, 70.8% and
70.2% of our total revenue for the same year/period, respectively. The following table sets
forth details of our five largest customers in each year/period during the Track Record Period:
Customer Background
Products/
Services
Provided
Commencement
of Business
Relationship
Credit
Term
Revenue
Contribution
(RMB in
thousands)
% of Total
Revenue
For the six months ended June 30, 2025
Customer A /H1118/H1118/H1118/H1118/H1118A globally renowned
pharmaceutical company
located in Germany,
focused on researching,
developing and
manufacturing
innovative medicines for
humans and animals
License and
collaboration
2023 30 days 72,933 70.2%
Customer B /H1118/H1118/H1118/H1118/H1118A leading pharmaceutical
company located in
China, primarily
engaged in the R&D,
production and
distribution of
innovative drugs
License and
collaboration
2023 30 days 28,826 27.8%
Customer C /H1118/H1118/H1118/H1118A private company located
in China, primarily
engaged in R&D,
manufacturing and sales
of drug products
Raw materials 2025 45 days 821 0.8%
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Customer Background
Products/
Services
Provided
Commencement
of Business
Relationship
Credit
Term
Revenue
Contribution
(RMB in
thousands)
% of Total
Revenue
Customer D /H1118/H1118/H1118/H1118A private company located
in China, primarily
engaged in R&D,
manufacturing and sales
of biochemical products
Raw materials 2025 20 days 533 0.5%
Customer E /H1118/H1118/H1118/H1118A private company located
in China, primarily
engaged in provision of
technical services in
biopharmaceutical
industry
Raw materials 2025 30 days 173 0.2%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 103,286 99.5%
For the year ended December 31, 2024
Customer A /H1118/H1118/H1118/H1118/H1118A globally renowned
pharmaceutical company
located in Germany,
focused on researching,
developing and
manufacturing
innovative medicines for
humans and animals
License and
collaboration
2023 30 days 100,953 70.7%
Customer B /H1118/H1118/H1118/H1118A leading pharmaceutical
company located in
China, primarily
engaged in the R&D,
production and
distribution of
innovative drugs
License and
collaboration
2023 30 days 41,326 29.0%
Customer F /H1118/H1118/H1118/H1118A private company located
in Ireland, primarily
engaged in provision of
clinical development
services
R&D services 2024 30 days 98 0.1%
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Customer Background
Products/
Services
Provided
Commencement
of Business
Relationship
Credit
Term
Revenue
Contribution
(RMB in
thousands)
% of Total
Revenue
Customer G /H1118/H1118/H1118/H1118A private company located
in Denmark, primarily
engaged in development,
manufacturing and
supply of custom
oligonucleotides,
peptides, and molecular
biology reagents
Raw materials 2024 30 days 78 0.1%
Customer H /H1118/H1118/H1118/H1118A private company located
in China, primarily
engaged in synthetic
biology industry
Raw materials 2024 15 days 41 0.0%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 142,496 99.9%
For the year ended December 31, 2023
Customer I /H1118/H1118/H1118/H1118/H1118A private company located
in Sweden, primarily
engaged in offering
synthesizers for
production of peptide
and oligonucleotide
therapeutics
Raw materials 2023 30 days 38 86.4%
Customer J /H1118/H1118/H1118/H1118A private company located
in India, primarily
engaged in research,
development and
manufacturing of
molecular diagnostic
products
Raw materials 2023 30 days 6 13.6%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 44 100.0%
To the best of our knowledge, none of our Directors, their respective associates or any
shareholder who owned more than 5% of our issued share capital of our Company as of the
Latest Practicable Date, had any interest in any of our five largest customers in each
year/period during the Track Record Period.
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Overlapping of Customers and Suppliers
Customer D and Customer E, two of our five largest customers for the six months ended
June 30, 2025, were also our suppliers for the same period. We procured certain raw materials
from them primarily for R&D purposes. The total purchase amounts from Customer D and
Customer E were RMB10.2 thousand and RMB3.1 thousand, respectively, accounting for de
minimis percentages of our total purchase for the six months ended June 30, 2025. Negotiations
of the terms of our sales to and purchases from these overlapping customers and suppliers were
conducted on an individual basis and the sales and purchases were neither inter-connected nor
inter-conditional with each other. Our Directors confirmed that all of our sales to and purchases
from the overlapping customers and suppliers were conducted in the ordinary course of
business under normal commercial terms and on an arm’s-length basis.
COMPETITION
The oligonucleotide drug industry is evolving with increasing competition. While we
believe the strength of our pipeline, technology platforms and R&D capabilities gives us
competitive advantages, we face potential competition from many industry players, including
MNCs and leading biotechnology companies, who have commercialized, or are pursuing the
development of, oligonucleotide drugs, in particular siRNA drugs, that are similar to ours or
target the same indications. Any oligonucleotide drug candidates that we successfully develop
and commercialize will compete both with approved drugs and with any new drugs that may
become available in the future. Our competitors may have substantially greater financial,
technical, and other resources than we do, such as those with larger research and development
staff and established marketing and manufacturing infrastructure. Collaborations, mergers and
acquisitions in the biopharmaceutical industry may result in even more resources being
concentrated in our competitors. As a result, these companies may be able to advance their drug
candidates and obtain regulatory approval from the regulatory authorities more rapidly than we
do, and become more effective in selling and marketing their products. For further details on
market opportunities and competition in respect of our drug candidates, see “— Our Pipeline”
and “Industry Overview.”
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EMPLOYEES
As of June 30, 2025, we had 404 full-time employees, over 90% of whom were based in
China. The following table sets forth the number of our employees by function as of June 30,
2025.
Function
Number of
Employees Percentage
Research and development /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118272 67.3%
Manufacturing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837 9.2%
General and administrative and others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111895 23.5%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118404 100.0%
The following table sets forth the number of our employees by region as of June 30, 2025.
Region
Number of
Employees Percentage
Mainland China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118369 91.3%
Sweden /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111835 8.7%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118404 100.0%
We recruit our employees primarily through online recruitment, campus recruitment and
headhunter referral. We conduct new employee training, as well as tailored training programs
for employees in different positions in accordance with our internal policy and procedures.
We enter into employment agreements with our employees that cover matters such as
wages, benefits, intellectual property assignment clause and grounds for termination. The
remuneration package of our employees primarily includes salary, bonus and share-based
compensation, which are generally determined by their qualifications, performance review, and
seniority. We also enter into standard confidentiality and non-competition agreements with our
employees.
Pursuant to the Social Insurance Law of the PRC (), the
Regulations on the Administration of Housing Provident Funds (၍ଣૢԷ),
Interim Measures for Social Insurance System Coverage of Foreigners Working within the
Territory of China () and other applicable
PRC regulations, including the New Judicial Interpretation, we are required to participate in
the employee social welfare plan administered by local governments.
During the Track Record Period, certain of our foreign employees voluntarily chose to
waive our payment of social insurance contributions on their behalf. However, in light of the
New Judicial Interpretation, such waivers may be deemed invalid, and these employees retain
the right to seek termination of their labor contracts and claim economic compensation from
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us for our failure to make statutory social insurance contributions. The amount of social
insurance contributions that we should have contributed for such foreign employees during the
Track Record Period was approximately RMB480,000.
We consider that the risk of litigation or suffering economic losses as a result of social
insurance fund contributions to be immaterial and manageable, having regard to the following:
(i) we have obtained written confirmation from the competent human resources and social
security authority that no penalties were imposed on us during the Track Record Period for any
violations of social insurance-related laws, regulations or rules; (ii) the foreign employees have
confirmed that we have provided corresponding economic compensation to them with respect
to social insurance contributions; and (iii) during the Track Record Period and up to the Latest
Practicable Date, no foreign employee had filed any complaint, labor arbitration or lawsuit
against us, nor claimed termination of their employment relationship with us or demanded
economic compensation based on this issue.
See also “Risk Factors — Risks Relating to Our Operations — We may be subject to
additional social insurance fund and housing provident fund contributions and late fees or fines
imposed by relevant regulatory authorities.”
We have not established a labor union. During the Track Record Period and up to the
Latest Practicable Date, we had not experienced any material labor disputes or strikes that may
had a material and adverse effect on our business, financial condition, or results of operations.
INSURANCE
We maintain insurance policies as required by the applicable laws and regulations as well
as based on our assessment of our operational needs and industry practice. We are required to
make contributions to the social insurance and housing provident funds in accordance with
relevant PRC laws and regulations. During the Track Record Period, we complied with
applicable PRC laws and regulations with respect to social insurance and housing provident
funds in all material respects. Our insurance policies also cover adverse events in our clinical
trials, liability insurance for workplace safety and general insurance for properties and
machinery damage. In line with industry practice, we have elected not to maintain certain types
of insurances, such as business interruption insurance or key man insurance. We believe that
our existing insurance coverage is adequate for our current operations and consistent with the
industry practice. See also “Risk Factors — Risks Relating to Our Operations — We have
limited insurance coverage, and any claims beyond our insurance coverage may result in our
incurring substantial costs and a diversion of resources.”
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PROPERTIES
Owned Properties
As of the Latest Practicable Date, we owned land use rights to one parcel of land in
Tianjin, China, with an aggregate site area of approximately 88,509.5 square meters on which
we owned buildings with an aggregate GFA of approximately 16,193.97 square meters, mainly
used as our manufacturing facilities.
The property valuation report produced by Asia-Pacific Consulting and Appraisal
Limited, an independent property valuer, set out in Appendix IV to this prospectus sets forth
details of our owned land use right and constructed buildings thereon as of October 31, 2025.
Asia-Pacific Consulting and Appraisal Limited valued these property interests at an amount of
approximately RMB157.7 million as of October 31, 2025.
Leased Properties
We are headquartered in Suzhou, Jiangsu province, China. As of the Latest Practicable
Date, we leased 43 properties primarily for R&D and office use in China and Sweden, with an
aggregate GFA of approximately 16,000 square meters.
A W ARDS AND RECOGNITION
The table below sets forth a summary of the major awards and recognition we received
as of the Latest Practicable Date.
Y ear Award/Recognition Granting Authority
2025 /H1118/H1118/H1118China Future Healthcare Rankings
2025 – Top 100 Biomedicine
Companies (2025 ͊Ըᔼᐕ100੶–ʕ
࿮TOP100)
vbdata.cn ( ਗএၣ)
2024 /H1118/H1118/H1118Best Employer Greater Suzhou
(ɽᘽψ௰Գ྇˴)
Greater Suzhou Best Employer
Committee (ึ),
Suzhou Industrial Park Human
Resources Company ( ᘽψʈุ෤ਜ
ɛɢ༟๕ʮ̡)
2024 /H1118/H1118/H1118China Future Healthcare Rankings
2024 – Top 100 Biomedicine
Companies (2024 ͊Ըᔼᐕ100੶ –
࿮TOP100)
vbdata.cn ( ਗএၣ)
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Y ear Award/Recognition Granting Authority
2023 /H1118/H1118/H11182023 Hurun Future Unicorns in the
World (2023ᆗΌଢ͊Ըዹԉᖕ)
Hurun Research Institute (Ӻ
৫)
2022 /H1118/H1118/H11182022 China Biopharmaceutical
Industry V alue List – Top 20 Most
Influential Innovative Therapy
Companies (࠽
࿮ –Άุ
TOP20)
China Biomedical Innovation
Cooperation Conference (ᔼ
ᖹ௴อΥЪɽึ)
2021 /H1118/H1118/H11182021 Bio-Innovative Drug Most
Growth Annual Award (2021 ʕ਷͛
ɽᆤ)
Med Club (Ӻ৫)
2021 /H1118/H1118/H11182021 Top 100 Chinese
Pharmaceutical Innovation
Enterprises ( ʕ਷ᔼᖹ௴อΆุ100
੶)
China Pharmaceutical Enterprises
Management Association ( ʕ਷ᔼᖹ
Άุ၍ଣ՘ึ)e ta l .
2019 /H1118/H1118/H1118Top 20 China Medical and Health
Industry Best Newcomer Award
(ᔼᐕ਄ੰପุ௰ԳอቚᆤTOP20)
China Healthcare Consulting ( ᔼᐕෂ
ద)/CITIC Securities Company
Limited (ʮ̡)
SOCIAL, HEALTH, WORK SAFETY AND ENVIRONMENTAL MATTERS
We believe our long-term success rests on our ability to make positive impact on the
society. As we continue to bring innovative oligonucleotide therapeutics to patients in China
and worldwide, we strive to build a sustainable ecosystem comprised of our employees,
business partners, physicians, and patient groups.
We are subject to various health, work safety and environmental laws and regulations and
our operations are regularly inspected by local government authorities. During the Track
Record Period and up to the Latest Practicable Date, we had been in compliance with health,
work safety and environmental laws and regulations applicable to our operations in all material
respects in the jurisdictions where we operate, including the PRC, the EU and Australia, and
had not been subject to any material claims, fines or other penalties due to non-compliance
with health, work safety or environmental regulations that would materially and adversely
affect our business, financial condition or results of operations.
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Governance on ESG Matters
ESG Policies
We have built a series of policies and procedures to contribute to social, health, work
safety and environmental matters. These policies serve as the core structure for managing
environmental, social and governance (“ ESG”) matters, aiming to ensure that ESG principles
are integrated into our business operations and decision-making processes through a clear
structure. Our ESG policies include, among others: (i) an appropriate ESG governance
structure and framework; (ii) identifying key stakeholders and the channels for communicating
ESG related matters with them; (iii) managing ESG risks and related mitigation measures; and
(iv) identifying and monitoring ESG performance indicators. Going forward, it is our objective
to proactively identify and assess the actual and potential ESG risks that may impact our
business, strategy and financial performance, and integrate considerations of ESG issues into
our business, strategic and financial planning, in compliance with the recommendations made
by the Environmental, Social and Governance Reporting Guide in Appendix C2 to the Listing
Rules.
ESG Governance Organizational Structure
Our Board oversees our compliance with ESG laws and regulations. We have established
an Environment, Social and Governance Committee (“ ESG Committee ”) with collective
responsibility for formulating, adopting and reviewing our ESG policies and setting our ESG
objectives. Our ESG Committee works closely with all responsible departments to ensure the
day-to-day implementation of ESG-related matters and policies, while continuously evaluating
and addressing emerging ESG issues to align our practices with evolving regulatory
requirements, stakeholder expectations and industry standards.
The ESG Committee convenes on a semi-annual basis to review ESG performance against
established targets and assess emerging risks. ESG performance is monitored through a
dashboard of key performance indicators, with any material deviations promptly escalated to
responsible departments for timely remediation. Reports on ESG progress are submitted to the
Board at least annually. In setting ESG targets, we take into account historical performance
baselines, applicable regulatory requirements, industry peer benchmarks, and internationally
recognized standards. We may also engage external ESG consultants periodically to provide
independent assessments and benchmarking support to ensure continued alignment with best
practices.
ESG-related Risk Assessment and Management
We routinely conduct materiality assessment internally to identify potential ESG issues
that are applicable to our Group. We also communicate with external stakeholders from time
to time, including regulatory agencies, Shareholders, and customers and suppliers. We assess
the materiality of ESG issues by considering factors including regulatory frameworks,
stakeholder priorities, and the impact of such issues on our business operations, financial
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performance and development sustainability. The results of the assessment are presented to the
Board for review and confirmation. We have identified the following ESG measurements that
are applicable to the Group’s business.
ESG focus areas Targets Key measures Quantitative metrics
Resource
consumption,
waste treatment
and response to
climate change /H1118/H1118
 Enhance energy
efficiency in
operational activities.
 Maintain compliant
disposal rates for
hazardous and non-
hazardous wastes;
achieve zero accident
rate in hazardous
chemical management.
 Promote low-carbon
initiatives and reduce
carbon emissions.
 Enhance electronic systems
application to reduce paper
consumption
 Implement proper disposal
protocols for hazardous
waste and industrial
emissions (e.g., wastewater,
exhaust gas, solid waste)
 Establish comprehensive
hazardous chemical
management systems
covering procurement,
storage, handling and
disposal in compliance with
regulatory requirements
 Promote video conferencing
and remote working policy
to reduce carbon emissions
from business travel
 Total energy (e.g.,
electricity)
consumption (kWh),
total water consumption
(tons)
 Total amount of
hazardous waste
generated (tons), total
amount of exhaust gas
(million cubic meters)
 Greenhouse emission
Animal welfare /H1118/H1118/H1118To ensure ethical treatment
of laboratory animals
and uphold animal
welfare standards.
Adhere to the “3Rs”
principle (Replacement,
Reduction, Refinement)
and ensure ethical
treatment of laboratory
animals in research.
 Implement comprehensive
animal welfare training
programs for research
personnel
 Establish independent
animal ethics committees
and regular welfare audits
 Maintain strict compliance
with international animal
welfare guidelines and
standards
/
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ESG focus areas Targets Key measures Quantitative metrics
Employee health
and safety /H1118/H1118/H1118/H1118/H1118
Prioritize employee
wellbeing to prevent
workplace incidents and
productivity losses,
which ultimately
enhances talent retention
and potentially leads to
increased regulatory
scrutiny.
Enhance workplace health
and safety through
occupational health
assessments and
comprehensive safety
protocols for production
and laboratory
operations.
 Conduct regular workplace
safety assessments
 Provide mandatory safety
training for employees
 Implement annual health
check programs for all
employees, with specialized
occupational health check
for high-risk positions
Work-related injury rate
(incidents per 100,000
working hours); safety
training completion
rate (%); occupational
disease incidence rate
(cases per 1,000
employees); lost time
injury frequency
rate (%)
Patient data privacy
and protection /H1118/H1118/H1118
Protect sensitive
information to prevent
devastating data
breaches and legal
liabilities, which may
lead to the risk of losing
patient trust and severe
regulatory penalties.
Maintain compliance with
data privacy regulations;
implement robust data
security measures and
privacy protection
protocols.
 Implement robust
cybersecurity infrastructure
and encryption protocols
 Conduct regular data
security tests
 Provide comprehensive data
privacy training for all staff
handling patient information
 Establish strict access
controls and data
governance frameworks
Number of incidents,
frequency of training
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ESG focus areas Targets Key measures Quantitative metrics
Workforce welfare
and diversity /H1118/H1118/H1118
Maintain a diverse and
inclusive workplace to
promote talent retention
and innovation capacity,
ultimately enhancing our
competitive advantages
and operational
efficiency.
 Implement equal opportunity
hiring policies
 Conduct diversity and
inclusion training
 Monitor gender and age
balance in workforce
Gender ratio (%), age
group distribution (%),
average training hours
per employee,
discrimination
complaint cases,
employee retention
rate (%)
We recognize that ESG risks and stakeholder expectations may evolve over time. We are
committed to periodically reviewing and refining our ESG risk assessment framework and
materiality evaluation process to ensure their continued relevance and effectiveness in guiding
our ESG strategy and practices.
Environmental Protection
We endeavor to reduce negative impacts on the environment through our commitment to
energy saving and sustainable development. For the years ended December 31, 2023 and 2024
and the six months ended June 30, 2025, our expenses in relation to environmental compliance
matters were RMB826 thousand, RMB745 thousand and RMB323 thousand, respectively.
Resource Consumption
Energy
We actively explore strategies to reduce energy consumption, primarily electricity
consumption. For instance, we actively promote energy conservation and consumption
reduction in our daily operations. We encourage the purchase and use of energy-efficient
electronic equipment in our office premises, including the choice of lighting and other
electrical appliances used. Our employees are reminded to ensure that the air conditioning and
other power-consuming equipment at our office premises are switched off when they are not
in use.
Water resources
We focus on water resources issue and actively shoulder the social responsibility of
protecting water resources. Municipal water supply networks are the main incoming source of
our water supply, and we have not encountered any major difficulties seeking suitable water
sources during the Track Record Period. Our water resources were mainly used for daily use
in offices, laboratories, and production facilities to support our in-house research and
development activities during the Track Record Period.
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The table below presents our resource use during the Track Record Period.
Resource
For the year ended December 31,
For the six
months ended
June 30,
2023 2024 2025
Electricity (kWh) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,862,855.6 1,980,838.9 1,128,543.4
Water (tons) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,217.0 8,353.0 6,270.4
Emissions
Waste treatment
We have established waste management procedures to ensure compliance with relevant
waste disposal regulations and to minimize environmental impact. The waste is categorized
into hazardous waste (such as chemical waste and liquid waste) and non-hazardous waste (such
as waste from general office operations). The wastewater and solid waste generated in our
in-house research and development process are pretreated by us before being processed by
qualified third-party medical waste treatment companies. We will continue to appoint qualified
third parties to dispose our hazardous waste and ensure that the proper disposal and
management of the hazardous waste.
During the selection process for our third-party contractors, including CROs and CDMOs,
we assess their procedures for handling hazardous materials and wastes. Our assessment
includes evaluating their environmental compliance history and existing hazardous material
management systems. We conduct these evaluations through qualification reviews and site
visits.
Greenhouse gas emission
We are focused on actively reducing the greenhouse gas emissions generated from our
operations. Our greenhouse gas emissions consist of Scope 1 and Scope 2 emissions. Scope 1
direct emissions include the greenhouse gas emissions from manufacturing facilities and other
stationary combustion sources. Scope 2 energy indirect emissions primarily include the
greenhouse gas emissions from usage of purchased electricity. In response to the national
carbon neutrality target, we are committed to actively reducing the greenhouse gas emissions
produced in our operations.
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The table below presents our emission-related indicators during the Track Record Period.
For the year ended December 31,
For the six
months ended
June 30,
2023 2024 2025
Emission
Exhaust gas (million cubic meters) /H1118/H1118/H1118/H1118395.4 395.4 19.0
Hazardous waste (tons) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111888.2 94.4 37.8
In anticipation of the expansion of our business and the continuous broadening of our
product portfolio, we expect an increase in resource consumption and emissions. However, we
will continue to adopt a wide range of measures, including to strengthen source control,
implements cleaner production, rationally utilize resources, conscientiously and responsibly
treat laboratory waste and water discharge, and reduce pollution in the whole process. At the
same time, we strive to cultivate a corporate culture of environmental protection and work
closely with our business partners to build an environment-friendly ecosystem. We monitor our
monthly electricity and water consumption and actively adjust our conservation policies to
effectively manage and reduce our environmental impact while promoting operational
efficiency and compliance.
Climate-related Risks
The environmental and climate-related risks we are exposed to can be divided into two
broad categories: physical and transition risks. We define physical risks as risks related to the
physical impacts of climate change, consisting of (i) acute physical risks, such as increased
severity of typhoon or floods; and (ii) chronic physical risks that are affected by long-term
changes in climate patterns, such as changes in average annual rainfall or temperature. We
define transition risks as the transition from dependence on fossil fuels to a low-carbon
economy, which may involve changes in policy, laws, technology markets, as well as social
culture, such as possible carbon taxes, compliance disclosures, and increased use of new
energy sources across businesses and households.
We closely monitor our business operation to reduce the possible impacts of physical and
transition risks. We incorporate environmental risk analysis into the risk assessment process
and risk preference setting. If risks and opportunities are deemed material, we incorporate them
into our strategic and financial planning processes and take appropriate mitigation measures.
Due to the nature of our business, we are not prone to material impacts of chronic physical
risks or transition risks. Our business, operations and financial condition had not been
materially affected by any climate-related events during the Track Record Period and up to the
Latest Practicable Date.
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Employee Health and Safety
We emphasize providing a safe working environment for our employees and clinical trial
participants. We incorporate work safety guidelines on safe practices, accident prevention and
accident reporting as core aspects of our employee training and induction processes, and we
ensure that clinical trial participants properly acknowledge their understanding of safety
matters at the time of enrollment and on an ongoing basis as necessary. In addition, we have
adopted and maintained a series of rules, standard operating procedures and measures to
maintain a healthy and safe environment for our employees, including those required under the
cGMP standards. We have passed the audit of national safety standardization (Level II).
Furthermore, we conduct safety inspections of our laboratories and manufacturing facilities on
a regular basis. We have also established an occupational health management and monitoring
system for our employees aimed at preventing occupational diseases.
During the Track Record Period and up to the Latest Practicable Date, we did not have
any major workplace accident.
Animal Welfare
We use laboratory animals in our R&D activities, and we place a strong emphasis on
animal welfare and are committed to providing humane and responsible treatment to laboratory
animals across all our operations. We maintain and regularly renew our Laboratory Animal Use
License, which was first obtained on September 1, 2019. The management of animal welfare
is overseen by our Institutional Animal Care and Use Committee (IACUC), which is further
divided into the Animal Use Management Committee and the Animal Ethics Committee. These
committees are primarily responsible for establishing management policies for laboratory
animals, planning and inspecting facilities, auditing compliance with animal welfare standards
in experiments, and regularly reviewing the procedures for humane treatment and management
of laboratory animals. Additionally, the committees ensure that relevant staff participate in
both internal and external training on laboratory animal management to continuously improve
their expertise. We have also implemented a comprehensive set of standard operating
procedures to regulate animal welfare management, ensuring that the experimental
environment, equipment, and processes comply with all applicable standards and requirements.
Data Privacy Protection
We have established comprehensive procedures and strict internal policies to protect the
confidentiality of patients’ data throughout the collection, handling, storage, retrieval and
access processes. Our information technology infrastructure features multiple protective layers
securing databases and servers, with protocols preventing unauthorized network access. For the
transfer of scientific data, we implement encryption and secure transfer protocols to maintain
data integrity and confidentiality when sharing information between research sites,
collaborators, and regulatory authorities. We have established standardized procedures for
scientific data transfers that comply with relevant cross-border data transfer regulations and
international research standards. For clinical trials, we strictly limit data access to authorized
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personnel in accordance with GCP regulations, and have appointed dedicated database
administrators responsible for maintenance, access control and security protection. We require
all personnel and external parties involved in clinical trials to comply with confidentiality
requirements designed to ensure that data are used solely for purposes agreed by patients in the
informed consent. Employees with access to confidential information are required to enter into
confidentiality agreements obligating them to protect such information during employment and
after departure. We regularly conduct training on data security policies to ensure compliance
with these measures.
During the Track Record Period and up to the Latest Practicable Date, (i) we had not
experienced any material data leakage, (ii) as advised by our PRC Legal Advisors, in the key
jurisdiction where we operate, we had not been subject to any material fines, administrative
penalties or sanction by relevant regulatory authorities in relation to violation of data
protection laws and regulations, and (iii) we had compiled with all applicable laws and
regulations on data privacy and security in all material respects (including conducting clinical
trials and handling patient’s personal data, and cross-border transmission of patients’ data).
Workforce Welfare and Diversity
Within our organization, we are committed to creating an open and inclusive workplace
that promotes equality. We hire employees based on their merits and it is our corporate policy
to offer equal opportunities to them regardless of gender, age, race, religion or any other social
or personal characteristics. As of June 30, 2025, we had 404 employees, among whom more
than 45% were female. Our workforce spans diverse age groups, with 57.7% aged 30-45,
29.5% under 30, and 12.9% over 45, ensuring a balanced mix of experience and background.
Our employees boast a diverse range of experiences and professional backgrounds,
encompassing areas such as biomedicine, biochemistry, chemistry, pharmaceutical
engineering, food quality and engineering, immunology, genetics, financial management,
human resources, intellectual property, and international trade, among others. We adhere to a
fair and transparent employee management system and strive to enhance gender and age
diversity of our workforce. We established human resources management policies that
systematically outline the recruitment processes, promotion procedures, dismissal/resignation
processes, performance evaluation approaches, retention strategies, salary and benefits
procedures, employee trainings. We implement a merit-based hiring approach and strive to
ensure that our recruitment is based on the principles of transparency and fairness. All
employees are covered by legally enforceable employment contracts. We prohibit any form of
child labour or forced labour. Working hours, rest days, and overtime compensation are
managed in accordance with statutory requirements. In addition, we place a strong emphasis
on employee well-being by conducting regular internal surveys, team-building activities, and
consultations designed to ensure that our employees have an equal opportunity to share their
voices.
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Anti-corruption and Anti-bribery
To uphold our business reputation and ethical standards, we have incorporated anti-
corruption and anti-bribery requirements into our internal policies and systems. These
requirements are designed to prevent and prohibit any form of corruption or bribery, ensuring
that our employees adhere to high standards of integrity and transparency in all business
activities.
We maintain a zero-tolerance approach to corruption and bribery and strictly enforce
internal controls to enhance employees’ legal awareness and ethical principles. Our relevant
internal policies include provisions that strictly prohibit employees from engaging in any form
of bribery or corruptive conduct, including giving or receiving bribes, kickbacks, or other
improper benefits in connection with government relations and commercial activities. We have
established secure and confidential effective reporting channels to encourage employees and
business partners to report or file complaints about any suspected corruption or bribery.
Product Use and Pricing
The inappropriate use of pharmaceutical products, such as off-label use, patient misuse,
or lack of adequate medical supervision, may result in adverse health outcomes, treatment
failure, development of drug resistance, regulatory investigations, and reputational harm. In
addition, the pricing of pharmaceutical products may have a significant impact on patients’
access to treatment, particularly in underserved or low-income populations. These social risks,
if not properly identified and managed, could affect public perception, market acceptance, and
long-term sustainability of a pharmaceutical company’s products. See also “Risk Factors” for
further details.
As of the Latest Practicable Date, all of our drug candidates were in various clinical
development stages, and none had been approved for commercial sale. Looking ahead, and in
light of increasing global regulatory focus on pharmaceutical safety and accessibility, we
expect to establish appropriate governance mechanisms to manage these risks effectively.
These may include setting up a dedicated medical affairs team to oversee scientific integrity
and appropriate product use, implementing a pharmacovigilance system to monitor and report
adverse events, and developing pricing strategies that seek to balance commercial viability
with patient access. We also plan to engage with key stakeholders, including healthcare
professionals and patients, to better understand and address concerns regarding product use and
affordability. We intend to integrate ESG considerations into our product lifecycle planning
and to ensure that future commercial activities are aligned with our core mission of developing
innovative therapies that are both effective and accessible to patients in need.
LICENSES, PERMITS AND APPROV ALS
We are subject to regular inspections, examinations and audits, and are required to
maintain or renew the necessary permits, licenses and certifications for our business. During
the Track Record Period and up to the Latest Practicable Date, we had obtained all requisite
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licenses, approvals and permits from the relevant government authorities that are material for
our business operations in all jurisdictions where we operate, including the PRC, Sweden,
Australia and Hong Kong. The table below sets forth the relevant details of the material
licenses and permits we currently hold.
License/Permit Holder Issuing Authority Issue Date
Expiration
Date
Laboratory Animal
Use License /H1118/H1118/H1118/H1118/H1118/H1118
Beijing
RiboCure
Beijing Municipal
Science &
Technology
Commission
August 23,
2024
August 23,
2029
Filing Notice of
Beijing Pathogenic
Microbiology
Laboratory and
Laboratory
Activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Beijing
RiboCure
Beijing Daxing
District Health
Commission
April 19,
2021
N/A
(1)
Filing Certificate of
Entities Handling
Explosive and
Hazardous
Chemicals /H1118/H1118/H1118/H1118/H1118/H1118/H1118
Our Company Wusongjiang Branch
of Kunshan Public
Security Bureau
September 7,
2023
N/A
(1)
Filing Receipt of
Pollution Discharge
for Stationary
Pollution Source /H1118/H1118/H1118
Our Company Kunshan Ecological
Environment
Bureau of Suzhou
City
June 17, 2024 June 16, 2029
Permit of Health Care
Provider /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Ribocure AB Swedish Health and
Social Care
Inspectorate
(Inspektionen för
vård och omsorg)
September 13,
2023
N/A
(1)
Biobank Permit /H1118/H1118/H1118/H1118/H1118Ribocure AB Swedish Health and
Social Care
Inspectorate
(Inspektionen för
vård och omsorg)
May 29, 2023 N/A
(1)
Workplace Code for
Medication
Prescription /H1118/H1118/H1118/H1118/H1118/H1118
Ribocure AB Västra
Götalandsregionen
October 10,
2023
N/A
(1)
Note:
(1) There is no expiration date for such license/permit/certificate once issued.
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LEGAL PROCEEDINGS AND COMPLIANCE
During the Track Record Period and up to the Latest Practicable Date, none of us or our
Directors were involved in any actual or threatened litigation, arbitration or administrative
proceedings which could have a material and adverse impact on our business, financial
condition or results of operations. During the Track Record Period and up to the Latest
Practicable Date, we had complied in all material respects with the applicable laws and
regulations relating to our business operations.
However, we may from time to time be subject to various legal or administrative claims
and proceedings arising in the ordinary course of our business. Litigation or any other legal or
administrative proceeding, regardless of the outcome, could result in substantial costs and
diversion of our resources, including our management’s time and attention. For a discussion of
the potential impact of legal or administrative proceedings on us, see “Risk Factors — Risks
Relating to Our Operations — We may be involved in claims, disputes, litigation, arbitration
or other legal proceedings in the ordinary course of business.”
RISK MANAGEMENT AND INTERNAL CONTROL
Risk Management
We recognize that risk management is critical to the success of our business operations.
The key operational risks we face include, among others, changes in the general market
conditions and the regulatory environment of the PRC and global biopharmaceutical markets,
our ability to develop, manufacture and commercialize our drug candidates, and our ability to
compete with other biopharmaceutical companies. See “Risk Factors” for a discussion of the
key risks and uncertainties we may face. We also encounter diverse market risks. In particular,
we are exposed to interest rate, foreign currency, credit and liquidity risks that arise in the
normal course of our business. See “Financial Information — Quantitative and Qualitative
Disclosure about Market Risk” for a discussion of these market risks.
To address these challenges, we have implemented a comprehensive set of risk
management policies that establish a framework to identify, assess, evaluate, and continuously
monitor the key risks associated with our strategic objectives. Risks identified by our
management will be analyzed based on likelihood and impact, and will then be properly
followed up, mitigated, and rectified by our Group after reported to our Board of Directors. Our
Directors oversee the implementation of these risk management policies.
To monitor the ongoing implementation of risk management policies and corporate
governance measures after the Listing, we have adopted, or will continue to adopt, among other
things, the following risk management measures.
 Our Board will continue to oversee and manage the overall risks associated with our
business operations, including (i) reviewing and approving our risk management
policy to ensure that it is consistent with our corporate objectives; (ii) reviewing and
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approving annual working plan and annual report of our corporate risk management;
(iii) monitoring the most significant risks associated with our business operation and
evaluating our management’s handling of such risks; (iv) assessing our corporate
risk in the light of our corporate risk tolerance; and (v) ascertaining the appropriate
application of our risk management framework across our Group.
 Our finance, legal, human resources and other relevant departments will be
responsible for (i) developing our risk management policy and reviewing major risk
management issues within our Company; (ii) creating the annual risk management
plan and report; (iii) offering guidance on our risk management approach to relevant
departments and supervising the implementation of our risk management policy;
(iv) reviewing reports on key risks from relevant departments and providing
feedback; and (v) conducting education and training related to risk management.
 Our finance, legal, human resources and other relevant departments will be
responsible for implementing our risk management policy and carrying out our
day-to-day risk management practice. To standardize risk management across our
Group and establish a common level of transparency and performance, these
departments will (i) gather information about risks related to their operations or
functions; (ii) conduct risk assessments, which include identifying, prioritizing,
measuring, and categorizing all key risks that could potentially impact their
objectives; (iii) continuously monitor key risks related to their operations or
functions; (iv) implement appropriate risk responses as needed; (v) develop and
maintain mechanisms to facilitate the application of our risk management
framework; and (vi) promptly report any material risks to relevant departments.
Internal Control
Our Board is responsible for establishing our internal control system and reviewing its
effectiveness. We have engaged an independent internal control consultant, or the Internal
Control Consultant, to perform certain agreed-upon procedures, or the Internal Control Review,
in connection with the internal control of our Company and our major operating subsidiaries
and to report factual findings on our Group’s entity-level and process-level controls, including
financial reporting and disclosure controls, human resources and payroll management, general
controls of IT system, taxation management, procurement management, CRO management, and
other procedures of our operations. The Internal Control Consultant performed reviews on the
internal control systems of our Group and in September 2024. As of the Latest Practicable
Date, there were no material outstanding issues relating to our Group’s internal control.
During the Track Record Period, we regularly reviewed and enhanced our internal control
system. Below is a summary of the internal control policies, measures and procedures we have
implemented or plan to implement.
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 We have implemented a range of measures and procedures covering various aspects
of our business operations, including related party transactions, risk management,
intellectual property protection, environmental protection, and occupational health
and safety. For more information, see “— Intellectual Property” and “— Social,
Health, Work Safety and Environmental Matters.” As part of our employee training
program, we regularly provide training on these measures and procedures to our
staff.
 Our Directors, who are responsible for overseeing the corporate governance of our
Group, will, with assistance from our legal advisers, will periodically review our
compliance status with all relevant laws and regulations following the Listing.
 We have established an audit committee which (i) makes recommendations to our
Directors on the appointment and removal of external auditors; and (ii) reviews the
financial statements and renders advice in respect of financial reporting as well as
oversees internal control procedures of our Group.
 We have engaged Soochow Securities International Capital Limited as our
compliance adviser to provide advice to our Directors and management team until
the end of the first fiscal year after the Listing regarding matters relating to the
Listing Rules. Our compliance adviser is expected to ensure our use of funding
complies with the section headed “Future Plans and Use of Proceeds” in this
prospectus after the Listing, as well as to provide support and advice regarding
requirements of relevant regulatory authorities in a timely fashion.
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OVERVIEW
As of the Latest Practicable Date, our Company was owned by: (i) Dr. LIANG as to
10.84%, (ii) Kunshan Ruikong as to 8.08%, (iii) Kunshan Ruiman as to 4.13%, (iv) Ms. MO
Hua as to 2.26%, (v) Prof. XI Zhen as to 2.12%, (vi) Prof. ZHANG Lihe as to 1.41% and (vii)
Kunshan Ruiji as to 1.06%, respectively. Dr. LIANG indirectly controlled Kunshan Ruiman
and Kunshan Ruiji by acting as the general partner of each of: (i) Kunshan Ruixing, the general
partner of Kunshan Ruiman, and (ii) Kunshan Ruiji. Kunshan Ruikong was controlled by Dr.
ZHANG, its general partner.
On March 8, 2017, Dr. LIANG, Ms. MO Hua, Prof. XI Zhen, Prof. ZHANG Lihe,
Kunshan Ruiman, Kunshan Ruiji and Kunshan Ruikong entered into an acting-in-concert
undertaking which was further amended by a supplemental agreement entered into by the
Concert Parties (as defined below) other than Kunshan Ruixing on October 1, 2020 to formally
record the acting-in-concert arrangements (the “ Concert Party Arrangement ”). Pursuant to
the Concert Party Arrangement, Dr. LIANG, Dr. ZHANG, Kunshan Ruikong, Kunshan
Ruiman, Ms. MO Hua, Prof. XI Zhen, Prof. ZHANG Lihe and Kunshan Ruiji (together with
Kunshan Ruixing, the “ Concert Parties ” and each a “ Concert Party ”) have been acting in
concert since March 8, 2017 and will continue to act in concert until the third anniversary from
the Listing Date, subject to further extension. In addition, given that, as of the Latest
Practicable Date, Kunshan Ruixing was the general partner of Kunshan Ruiman and Dr. Liang
was the general partner of Kunshan Ruixing, Kunshan Ruixing shall be deemed to be a Concert
Party under the Concert Party Arrangement, even though Kunshan Ruixing did not enter into
any acting-in-concert undertaking or agreement with the other Concert Parties. For details, see
“History and Corporate Structure — Acting-in-Concert”.
As such, the Concert Parties were collectively entitled to exercise voting rights attaching
to approximately 29.91% of the total issued Shares of our Company as of the Latest Practicable
Date and will be entitled to exercise voting rights attaching to approximately 24.82% of the
total issued Shares of our Company immediately after the Global Offering (assuming the Offer
Size Adjustment Option and the Over-allotment Option are not exercised and no Shares are
issued under the Pre-IPO Share Option Scheme). Based on the above, upon Listing, the Concert
Parties will be our Single Largest Group of Shareholders.
INDEPENDENCE OF OUR BUSINESS
We believe that we are capable of carrying out our business independently from our
Single Largest Group of Shareholders and/or their close associates upon Listing for the
following principal reasons:
Management Independence
Upon the Listing, our Board will consist of nine Directors, comprising three executive
Directors, three non-executive Directors and three independent non-executive Directors. Save
for Dr. LIANG (who is the Chairman of the Board, an executive Director and the chief
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executive officer of our Company) and Dr. ZHANG (who is an executive Director and the
president of our Company), none of our Directors or members of senior management is a
member of our Single Largest Group of Shareholders. Our other Directors have relevant
experience to ensure the proper functioning of the Board.
We believe that our Directors and members of the senior management are able to perform
their roles in our Company in managing our business independently from our Single Largest
Group of Shareholders and/or their close associates for the following reasons:
(i) our Directors are aware of their fiduciary duties as a director, which require, among
other things, that they act for our Company’s benefit and best interests and they must
not allow any conflict between their duties as a Director and their personal interests;
(ii) our daily management and operations are carried out by a senior management team,
all of whom have substantial experience in the industry in which our Company is
engaged, and will therefore be able to make business decisions that are in the best
interests of our Group. For details of the industry experience of our senior
management team, see “Directors, Supervisors and Senior Management”;
(iii) our independent non-executive Directors have extensive experience in different
areas. We believe that they will be able to exercise their independent judgment and
will be able to provide impartial opinions in the decision-making process of our
Board to protect the interests of our Shareholders;
(iv) In the event of a conflict of interest arising out of any transactions to be entered into
by our Group, all Directors with conflicting interest shall abstain from voting in
respect of such transactions and shall not be counted in forming a quorum at the
relevant Board meetings; and
(v) we have adopted a series of corporate governance measures to manage conflicts of
interest, if any, between our Group and our Single Largest Group of Shareholders
and/or their close associates which would support our independent management. For
details, see “— Corporate Governance Measures” in this section.
Based on the above, our Directors believe that our Board as a whole and together with our
senior management are able to perform the managerial role in our Group independently from
our Single Largest Group of Shareholders and/or their close associates after the Global
Offering.
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Operational Independence
Our operations remain independent from our Single Largest Group of Shareholders and/or
their close associates for the following reasons:
(i) our Group possesses sufficient facilities, equipment, technology and human
resources to operate its business independently from our Single Largest Group of
Shareholders and/or their close associates, and holds licenses and qualifications that
are necessary for our business independently from our Single Largest Group of
Shareholders and/or their close associates;
(ii) our Group has an established and complete organizational structure, comprising
various separate departments each charged with specific responsibilities
independently without interference or intervention from our Single Largest Group of
Shareholders and/or their close associates;
(iii) our Group has independent access to, among others, customers, suppliers, experts
and other resources required for our business. We can exercise rights to make and
implement our operational decisions independently; and
(iv) we have adopted a set of corporate governance measures pursuant to the Listing
Rules and other applicable laws and regulations. For details, please refer to the
paragraph headed “— Corporate Governance Measures” in this section.
Based on the above, our Directors believe that we are operationally independent from our
Single Largest Group of Shareholders and/or their close associates.
Financial Independence
We have an independent financial system and finance team responsible for our own
treasury functions and we have made, and will continue to make, financial decisions based on
our own business needs. We are financially independent of our Single Largest Group of
Shareholders and/or their close associates. We have sufficient capital and banking facilities to
operate our business independently, and have adequate resources to support our daily
operations. We have an independent internal control and accounting system and make financial
decisions according to our business needs. Our source of funding is independent from our
Single Largest Group of Shareholders and/or their close associates.
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As of the Latest Practicable Date, there were no loans, advances and balances due to and
from and guarantees provided by our Single Largest Group of Shareholders and/or their close
associates. Further, there is no security over assets and guarantees provided by our Single
Largest Group of Shareholders and/or their close associates in relation to loans made by our
Group. As of the Latest Practicable Date, our Group did not intend to obtain any borrowing,
guarantees, pledges and mortgages from our Single Largest Group of Shareholders and/or their
close associates. We are capable of obtaining financing from third parties, if necessary, without
reliance on our Single Largest Group of Shareholders and/or their close associates.
Based on the above, our Directors believe that we are able to maintain financial
independence from our Single Largest Group of Shareholders and/or their close associates.
Corporate Governance Measures
Our Directors recognize the importance of good corporate governance in protecting our
Shareholders’ interests after the Listing. We have adopted or will adopt the following measures
upon Listing to safeguard good corporate governance standards and to avoid potential conflict
of interest between our Group and our Single Largest Group of Shareholders and/or their close
associates:
(i) our Company has established internal control mechanisms to identify connected
transactions. Upon Listing, if our Company enters into connected transactions with
the Single Largest Group of Shareholders and/or their close associates, our
Company will comply with the applicable Listing Rules as required by the Listing
Rules;
(ii) where a Shareholders’ meeting is to be held for considering proposed transactions
in which the Single Largest Group of Shareholders and/or their close associates may
have a material interest, they will not vote on the resolutions and shall not be
counted in the quorum present at the meeting;
(iii) our independent non-executive Directors will (i) review any connected transactions
annually and disclose in our annual report or by way of announcements that, such
connected transactions have been entered into in our ordinary and usual course of
business, are either on normal commercial terms or on terms no less favorable to us
than those available to or from Independent Third Parties and on terms that are fair
and reasonable and in the interests of our Shareholders as a whole; and (ii) provide
impartial and professional advice to protect the interests of our minority
Shareholders;
(iv) we have appointed Soochow Securities International Capital Limited as our
compliance adviser pursuant to the Rule 3A.19 of the Listing Rules to provide
advice and guidance to us in respect of compliance with the Listing Rules, including
various requirements relating to corporate governance;
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(v) we have established our Audit Committee, Remuneration Committee and
Nomination Committee with written terms of reference in compliance with the
Listing Rules and the Corporate Governance Code in Appendix C1 to the Listing
Rules. The majority of the members of our Audit Committee, including its chairman,
are independent non-executive Directors. In addition, we will comply with relevant
Listing Rules and the Corporate Governance Code in Appendix C1 to the Listing
Rules to ensure effective function and supervision by these committees; and
(vi) The decision-making mechanism of the Board as set out in our Articles of
Association includes provisions to avoid conflicts of interest by providing, among
other things and subject to certain exceptions, that Directors whose close associates
such as an entity controlled by them are involved in the matters to be resolved at the
Board meeting shall declare their interest and shall not vote on such resolution. In
this context, our Directors shall abstain from voting on any Board resolutions
approving any contract or arrangement or any other proposal in which such Director
or any of their close associates such as an entity controlled by them has any material
interest.
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OVERVIEW
Immediately Before the Global Offering
As of the Latest Practicable Date, our registered share capital was RMB134,203,110,
comprising 134,203,110 Unlisted Shares with a nominal value of RMB1.00 each.
The Shareholders of our Company have applied to the CSRC, the Stock Exchange and
other relevant regulatory authorities to convert Unlisted Shares into H Shares.
Upon the Completion of the Global Offering
Immediately following the completion of the Global Offering and the Conversion of
Unlisted Shares into H Shares, the share capital of our Company will be as follows:
Assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised
and no Shares are issued under the Pre-IPO Share Option Scheme:
Description of Shares (1) Number of Shares
%o ft h e
total issued
share capital
Unlisted Shares in issue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
H Shares to be converted from Unlisted Shares (2) /H1118/H1118/H1118/H1118/H1118134,203,110 83.0%
H Shares to be issued pursuant to the Global Offering /H1118 27,487,400 17.0%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118161,690,510 100.0%
Assuming the Offer Size Adjustment Option is not exercised, the Over-allotment Option is
exercised in full and no Shares are issued under the Pre-IPO Share Option Scheme:
Description of Shares (1) Number of Shares
%o ft h e
total issued
share capital
Unlisted Shares in issue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
H Shares to be converted from Unlisted Shares (2) /H1118/H1118/H1118/H1118/H1118134,203,110 80.9%
H Shares to be issued pursuant to the Global Offering /H1118 31,610,400 19.1%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118165,813,510 100.0%
SHARE CAPITAL
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Assuming the Offer Size Adjustment Option is exercised in full, the Over-allotment Option
is not exercised and no Shares are issued under the Pre-IPO Share Option Scheme:
Description of Shares (1) Number of Shares
%o ft h e
total issued
share capital
Unlisted Shares in issue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
H Shares to be converted from Unlisted Shares (2) /H1118/H1118/H1118/H1118/H1118134,203,110 80.9%
H Shares to be issued pursuant to the Global Offering /H1118 31,610,400 19.1%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118165,813,510 100.0%
Assuming the Offer Size Adjustment Option and the Over-allotment Option are exercised in
full and no Shares are issued under the Pre-IPO Share Option Scheme:
Description of Shares (1) Number of Shares
%o ft h e
total issued
share capital
Unlisted Shares in issue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––
H Shares to be converted from Unlisted Shares (2) /H1118/H1118/H1118/H1118/H1118134,203,110 78.7%
H Shares to be issued pursuant to the Global Offering /H1118 36,351,800 21.3%
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118170,554,910 100.0%
Notes:
(1) For the avoidance of doubt, both Unlisted Shares (comprising unlisted domestic shares and unlisted foreign
shares) and H Shares are ordinary Shares in the share capital of our Company, and are considered as one class
of Shares.
(2) Following the completion of the Global Offering, 134,203,110 Unlisted Shares held by our existing
Shareholders will be converted into H Shares on a one-for-one basis and listed on the Stock Exchange for
trading, respectively. Filing of such conversion of the Unlisted Shares into H shares has been completed with
the CSRC on October 24, 2025.
SHARES OF OUR COMPANY
Upon completion of the Global Offering, depending on whether Shares are listed on the
Stock Exchange, our Company will consist of H Shares and Unlisted Shares, both of which are
ordinary Shares in the share capital of our Company and are considered as one class of Shares.
However, the H Shares generally may not be subscribed for by, or traded between, legal or
natural persons of the PRC, apart from certain qualified domestic institutional investors in the
PRC, the qualified PRC investors under the Shanghai-Hong Kong Stock Connect and the
Shenzhen-Hong Kong Stock Connect, and other persons who are entitled to hold the H Shares
pursuant to relevant PRC laws and regulations or upon approval by any competent authorities.
SHARE CAPITAL
– 385 –


--- page 396 ---
RANKING
Unlisted Shares and H Shares are regarded as one class of Shares under our Articles of
Association and will rank pari passu with each other in all other respects and, in particular, will
rank equally for all dividends or distributions declared, paid or made after the date of this
prospectus. Dividends in respect of our Shares may be paid by us in Hong Kong dollars or
Renminbi. In addition to cash, dividends may be distributed in the form of Shares or a
combination of cash and shares.
CONVERSION OF OUR UNLISTED SHARES INTO H SHARES
All our Unlisted Shares are not listed or traded on any stock exchange. According to the
regulations issued by the securities regulatory authorities of the State Council and our Articles
of Association, the Unlisted Shares may be converted into H Shares, and such converted Shares
may be listed and traded on an overseas stock exchange provided that the conversion, listing
and trading of such converted Shares have been filed with the CSRC. Additionally, such
conversion, trading and listing shall meet any requirement of internal approval process and in
all respects comply with the regulations prescribed by the securities regulatory authorities of
the State Council and the regulations, requirements and procedures prescribed by the relevant
overseas stock exchange.
Upon completion of the Global Offering and pursuant to the approval of the CSRC dated
October 24, 2025, 134,203,110 Unlisted Shares will be converted to H Shares on a one-for-one
basis and be listed for trading on the Stock Exchange as set out below.
Listing Review and Filing with the CSRC
In accordance with the Guidelines for the “Full Circulation” Program for Domestic
Unlisted Shares of H-share Listed Companies ( Hஷุ
ˏ) announced by the CSRC, H-share listed companies which apply for the conversion
of shares into H shares for listing and circulation on the Stock Exchange shall file the
application with the CSRC according to the administrative licensing procedures necessary for
the “examination and approval of public issuance and listing (including additional issuance) of
overseas shares by a joint stock company”. An H-share listed company may apply for a “Full
Circulation” separately or when applying for refinancing overseas. An unlisted domestic joint
stock company may apply for “full circulation” when applying for an overseas initial public
offering.
Our Company has applied for a “full circulation” filing when applying for an overseas
listing filing with the CSRC on April 28, 2025, and submitted the filing reports, authorization
documents of the shareholders of unlisted shares for which an H-share “full circulation” filing
was applied, undertaking about the compliance of share acquisition and other documents in
accordance with the requirements of the CSRC.
SHARE CAPITAL
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--- page 397 ---
Our Company has received the filing notice from the CSRC dated October 24, 2025 in
relation to the filing of the overseas listing and “Full Circulation,” pursuant to which:
(i) the Company was approved to issue no more than 43,381,681 H Shares with a
nominal value of RMB1.0 each, which are all ordinary Shares, and upon this
issuance our Company may be listed on the Main Board of the Stock Exchange;
(ii) a total of 134,203,110 unlisted shares (with a nominal value of RMB1.00 each) held
by certain Shareholders of the Company (the “ Full Circulation Participating
Shareholders ”) were approved to be converted into H Shares, and the relevant
Shares may be listed on the Stock Exchange upon completion of the conversion.
Where the Global Offering cannot be completed within one year upon receipt of the filing
notice, and our Company will continue to conduct overseas listing and global offering after
that, it shall update the filing materials, and the CSRC will update the public filing information
accordingly.
Listing Approval by the Stock Exchange
We have applied to the Listing Committee of the Stock Exchange for the granting of
listing of, and permission to deal in, our H Shares to be issued pursuant to the Global Offering
(including (i) any H Shares which may be issued pursuant to the exercise of the Offer Size
Adjustment Option or the Over-allotment Option; (ii) the H Share which may be issued
pursuant to the Pre-IPO Share Option Scheme; and (iii) the H Shares to be converted from
134,203,110 Unlisted Shares) on the Stock Exchange.
We will perform the following procedures for the Conversion of Unlisted Shares into H
Shares after receiving the approval of the Stock Exchange: (i) giving instructions to our H
Share Registrar regarding relevant share certificates of the converted H Shares; and (ii)
enabling the converted H Shares to be accepted as eligible securities by HKSCC for deposit,
clearance and settlement in the CCASS. The Full Circulation Participating Shareholders may
only deal in the Shares upon completion of following domestic procedures. Any application for
listing of the converted Shares on the Stock Exchange after our initial listing is subject to prior
notification by way of announcement to inform the Shareholders and the public of any
proposed conversion.
SHARE CAPITAL
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--- page 398 ---
Domestic Procedures
The Full Circulation Participating Shareholders may only deal in the Shares upon
completion of the below arrangement procedures for the registration, deposit and transaction
settlement in relation to the conversion and listing:
(i) We will appoint China Securities Depository and Clearing Corporation Limited
(“CSDC ”) as the nominal holder to deposit the relevant securities at CSDC (Hong
Kong), which will then deposit the securities at HKSCC in its own name. CSDC, as
the nominal holder of the Full Circulation Participating Shareholders, shall handle
all custody, maintenance of detailed records, cross-border settlement and corporate
actions, etc. relating to the converted H Shares for the Full Circulation Participating
Shareholders;
(ii) We will engage a domestic securities company (the “ Domestic Securities
Company ”) to provide services such as sending orders for trading of the converted
H Shares and receipt of transaction returns. The Domestic Securities Company will
engage a Hong Kong securities company (the “ Hong Kong Securities Company ”)
for settlement of share transactions. We will make an application to CSDC,
Shenzhen Branch for the maintenance of a detailed record of the initial holding of
the converted H Shares held by our Shareholders. Meanwhile, we will submit
applications for a domestic transaction commission code and abbreviation, which
shall be confirmed by CSDC, Shenzhen Branch as authorized by Shenzhen Stock
Exchange;
(iii) The Shenzhen Stock Exchange shall authorize Shenzhen Securities Communication
Co., Ltd. to provide services relating to transmission of trading orders and
transaction returns in respect of the converted H Shares between the Domestic
Securities Company and the Hong Kong Securities Company, and the real-time
market forwarding services of the H Shares;
(iv) According to the Notice of SAFE on Issues Concerning the Foreign Exchange
Administration of Overseas Listing (ྤ̮ɪ̹̮ි၍ଣϞᗫ
), the Full Circulation Participating Shareholders shall complete the
overseas shareholding registration with the local foreign exchange administration
bureau before the Shares are sold, and after the overseas shareholding registration,
open a specified bank account for the holding of overseas shares by domestic
investors at a domestic bank with relevant qualifications and open a fund account for
the H Share “Full Circulation” at the Domestic Securities Company. The Domestic
Securities Company shall open a securities trading account for the H Share “Full
Circulation” at the Hong Kong Securities Company; and
SHARE CAPITAL
– 388 –


--- page 399 ---
(v) The Full Circulation Participating Shareholders shall submit trading orders of the
converted H Shares through the Domestic Securities Company. Trading orders of the
Full Circulation Participating Shareholders for the relevant Shares will be submitted
to the Stock Exchange through the securities trading account opened by the
Domestic Securities Company at the Hong Kong Securities Company. Upon
completion of the transaction, settlements between each of the Hong Kong
Securities Company and CSDC (Hong Kong), CSDC (Hong Kong) and CSDC,
CSDC and the Domestic Securities Company, and the Domestic Securities Company
and the Full Circulation Participating Shareholders, will all be conducted separately.
As a result of the conversion, the shareholding of the relevant Full Circulation
Participating Shareholders in our Unlisted Shares shall be reduced by the number of the
Unlisted Shares converted and the number of H Shares shall be increased by the number of
converted H Shares.
A Shareholder holding Unlisted Shares can work with our Company according to the
Articles of Association and follow the procedures set out in this prospectus to convert the
Unlisted Shares into H Shares after the Listing if they wish, provided that such conversion of
Unlisted Shares into and listing and trading of H Shares will be subject to the completion of
the filing procedures with the relevant PRC regulatory authorities, including the CSRC, the
approval of the Stock Exchange and the satisfaction of the public float requirement under the
Listing Rules.
RESTRICTION ON TRANSFER OF SHARES ISSUED PRIOR TO THE GLOBAL
OFFERING
Pursuant to the PRC Company Law, our Shares issued prior to the Listing shall not be
transferred within one year from the Listing Date. Accordingly, Shares issued by our Company
prior to the Listing Date shall be subject to this statutory restriction and shall not be transferred
for a period of one year from the Listing Date.
Pursuant to the PRC Company Law, transferred by our Directors, Supervisors and
members of the senior management each year during their term of office shall not exceed 25%
of their total respective shareholdings in the Company. The Shares that the aforementioned
persons held in the Company cannot be transferred within one year from the date on which the
shares are listed and traded, nor within half a year after they leave their positions in the
Company. The Articles of Association may contain other restrictions on the transfer of our
Shares held by our Directors, Supervisors and members of senior management, a summary of
which is set out in “Appendix VI — Summary of Articles of Association.”
SHARE CAPITAL
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--- page 400 ---
GENERAL MANDATE TO ISSUE SHARES, SELL AND/OR TRANSFER TREASURY
SHARES
Subject to the completion of the Global Offering, pursuant to the Shareholders resolutions
of the Company, our Board has been granted general unconditional mandates to issue our H
Shares and sell and/or transfer our H Shares out of treasury that are held as treasury shares. See
“Appendix VII — Statutory and General Information — A. Further Information about Our
Company and Our Subsidiaries — 4. Shareholders’ Resolutions” for further details.
REGISTRATION OF SHARES NOT LISTED ON AN OVERSEAS STOCK EXCHANGE
According to the Notice of Centralized Registration and Deposit of Non-overseas Listed
Shares of Companies Listed on an Overseas Stock Exchange (ྤ̮ɪ̹
) issued by the CSRC, the Company is required to register
and deposit our Shares that are not listed on the overseas stock exchange with the CSDC within
15 business days after the Listing and provide a written report to the CSRC regarding the
centralized registration and deposit of our Shares that are not listed on the overseas stock
exchange as well as the offering and listing of our H Shares.
PRE-IPO SHARE OPTION SCHEME
We have adopted the Pre-IPO Share Option Scheme. For the details of the Pre-IPO Share
Option Scheme, see “Appendix VII — Statutory and General Information — D. Share
Incentive Schemes — 2. Pre-IPO Share Option Scheme”.
CIRCUMSTANCES UNDER WHICH GENERAL MEETING IS REQUIRED
For details of circumstances under which our general Shareholders’ meetings are
required, see “Appendix V — Summary of Principal Laws and Regulations” and “Appendix VI
— Summary of Articles of Association.”
SHARE CAPITAL
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--- page 401 ---
So far as our Directors are aware, immediately following the completion of the Global
Offering and conversion of our Unlisted Shares into H Shares (assuming that the Over-
allotment Option is not exercised and no Shares are issued under the Pre-IPO Share Option
Scheme), the following persons are expected to have or be deemed or taken to have an interest
and/or a short position in the Shares or underlying shares of our Company, which would be
required to be disclosed to us and the Stock Exchange pursuant to the provisions of Divisions
2 and 3 of Part XV of the SFO or will, directly or indirectly, be interested in 10% or more of
the nominal value of share capital carrying rights to vote in all circumstances at the general
meetings of the Company or any other members of the Group:
LONG POSITIONS IN THE SHARES OF OUR COMPANY
As of the Latest Practicable Date
Immediately following the
completion of the Global Offering and
the Conversion of Unlisted Shares into H Shares
Name Nature of Interest
Description of
Shares Number
% of shareholding
in the total issued
share capital Number
% of shareholding
in the Unlisted
Shares/H Shares
(as applicable) (1)
% of shareholding
in the total issued
share capital (1)
Dr. LIANG (2)(3)(4)(5) /H1118Beneficial owner; Interest of
spouse; interest held
jointly with other persons;
interest in controlled
corporations
Unlisted Shares 40,194,267 29.95% – – –
H Shares – – 40,194,267 24.86% 24.86%
Kunshan Ruiman
(4)(5) /H1118Beneficial owner; interest
held jointly with other
persons
Unlisted Shares 40,194,267 29.95% – – –
H Shares – – 40,194,267 24.86% 24.86%
Kunshan Ruixing
(4)(5) /H1118Interest in controlled
corporations; interest held
jointly with other persons
Unlisted Shares 40,194,267 29.95% – – –
H Shares – – 40,194,267 24.86% 24.86%
Kunshan Ruiji
(4)(5) /H1118/H1118Beneficial owner; interest
held jointly with other
persons
Unlisted Shares 40,194,267 29.95% – – –
H Shares – – 40,194,267 24.86% 24.86%
Dr. ZHANG
(2)(5)(6)(7) /H1118Beneficial owner; Interest of
spouse; interest held
jointly with other persons;
interest in controlled
corporations
Unlisted Shares 40,194,267 29.95% – – –
H Shares – – 40,194,267 24.86% 24.86%
Kunshan
Ruikong
(4)(5)(6) /H1118/H1118
Beneficial owner; interest
held jointly with other
persons
Unlisted Shares 40,194,267 29.95% – – –
H Shares – – 40,194,267 24.86% 24.86%
SUBSTANTIAL SHAREHOLDERS
– 391 –


--- page 402 ---
As of the Latest Practicable Date
Immediately following the
completion of the Global Offering and
the Conversion of Unlisted Shares into H Shares
Name Nature of Interest
Description of
Shares Number
% of shareholding
in the total issued
share capital Number
% of shareholding
in the Unlisted
Shares/H Shares
(as applicable) (1)
% of shareholding
in the total issued
share capital (1)
Ms. MO Hua (4)(5)(8) /H1118Beneficial owner; interest
held jointly with other
persons
Unlisted Shares 40,194,267 29.95% – – –
H Shares – – 40,194,267 24.86% 24.86%
Interest of spouse Unlisted Shares 382,268 0.28% – – –
H Shares – – 382,268 0.24% 0.24%
Prof. XI Zhen
(4)(5) /H1118/H1118Beneficial owner; interest
held jointly with other
persons
Unlisted Shares 40,194,267 29.95% – – –
H Shares – – 40,194,267 24.86% 24.86%
Prof. ZHANG
Lihe
(4)(5) /H1118/H1118/H1118/H1118/H1118
Beneficial owner; interest
held jointly with other
persons
Unlisted Shares 40,194,267 29.95% – – –
H Shares – – 40,194,267 24.86% 24.86%
Future Industry
Investment Fund
(Limited
Partnership) ( ΋ආႡ
ږ(Ϟ
Υྫ))
(“FIIF ”)
(9) /H1118/H1118/H1118/H1118
Beneficial owner Unlisted Shares 11,430,002 8.52% – – –
H Shares – – 11,430,002 7.07% 7.07%
Wise Vigour Limited
(“Wise
Vigour ”)(10) /H1118/H1118/H1118/H1118
Beneficial owner Unlisted Shares 8,714,881 6.49% – – –
H Shares – – 8,714,881 5.39% 5.39%
Shanghai Panlin Asset
Management Co.,
Ltd. ( ɪऎᇂᎌ༟ପ
ʮ̡)
(“Shanghai
Panlin ”)
(11) /H1118/H1118/H1118/H1118
Interest in controlled
corporations
Unlisted Shares 8,978,569 6.69% – – –
H Shares – – 8,978,569 5.55% 5.55%
Mr. LI Y uhui
(ҽρሾ)(11) /H1118/H1118/H1118/H1118
Interest in controlled
corporations
Unlisted Shares 8,978,569 6.69% – – –
H Shares – – 8,978,569 5.55% 5.55%
Stated-owned Assets
Supervision and
Administration
Commission of
Kunshan (ʆ̹਷
Ϟ༟ପ္ຖ၍ଣ፬ʮ
܃“() Kunshan
SASAC ”)
(12) /H1118/H1118/H1118
Interest in controlled
corporations
Unlisted Shares 8,472,535 6.31% – – –
H Shares – – 8,472,535 5.24% 5.24%
SUBSTANTIAL SHAREHOLDERS
– 392 –


--- page 403 ---
Notes:
(1) Calculated based on the aggregate number of 161,690,510 H Shares in issue upon Listing comprising (i) an
aggregate of 134,203,110 Share to be converted from the Unlisted Shares and (ii) 27,487,400 Share to be
issued pursuant to the Global Offering (without taking into account the H Shares which may be issued upon
the exercise of the Offer Size Adjustment Option and the Over-allotment Option and H Shares may be issued
under the Pre-IPO Share Option Scheme).
(2) Dr. LIANG and Dr. ZHANG are the spouse of each other and is deemed to be interested in the Shares
beneficially owned by each other under the SFO.
(3) As of the Latest Practicable Date, Kunshan Ruixing was the general partner of Kunshan Ruiman and Dr.
LIANG was the general partner of Kunshan Ruixing. Therefore, each of Dr. LIANG and Kunshan Ruixing is
deemed to be interested in the Shares held by Kunshan Ruiman under the SFO. The general partner of Kunshan
Ruiji is Dr. LIANG and therefore, Dr. LIANG is deemed to be interested in the Shares held by Kunshan Ruiji
under the SFO.
(4) As of the Latest Practicable Date, Dr. LIANG, Ms. MO Hua, Prof. XI Zhen, Prof. ZHANG Lihe, Kunshan
Ruiman, Kunshan Ruiji and Kunshan Ruikong directly held 14,546,306 Shares, 3,037,458 Shares, 2,847,150
Shares, 1,898,100 Shares, 5,539,551 Shares, 1,428,498 Shares, and 10,842,204 Shares, respectively.
(5) On March 8, 2017, Dr. LIANG, Ms. MO Hua, Prof. XI Zhen, Prof. ZHANG Lihe, Kunshan Ruiman, Kunshan
Ruiji and Kunshan Ruikong entered into an acting-in-concert undertaking which was further amended by a
supplemental agreement entered into by the Concert Parties (as defined below) other than Kunshan Ruixing
on October 1, 2020 to formally record the acting-in-concert arrangements (the “ Concert Party
Arrangement ”). Even though Kunshan Ruixing did not enter into any acting-in-concert undertaking or
agreement with the other Concert Parties, it shall be deemed to be a Concert Party under the Concert Party
Arrangement, as Kunshan Ruixing was the general partner of Kunshan Ruiman and Dr. Liang was the general
partner of Kunshan Ruixing. Pursuant to the Concert Party Arrangement, Dr. LIANG, Dr. ZHANG, Kunshan
Ruikong, Kunshan Ruiman, Ms. MO Hua, Prof. XI Zhen, Prof. ZHANG Lihe, Kunshan Ruiji and Kunshan
Ruixing (collectively, the “ Concert Parties ”) have been acting in concert.
For details of the concert party arrangement, please see the section headed “History and Corporate Structure
— Acting-in-Concert”. By virtue of the SFO, each of the Concert Parties are deemed to be interested in the
Shares held by each other.
(6) As of the Latest Practicable Date, Kunshan Ruikong, a limited partnership established in the PRC, was held
as to 44.4% by Dr. ZHANG, being its general partner. Therefore, Dr. ZHANG is deemed to be interested in
the Shares held by Kunshan Ruikong under the SFO.
(7) On February 8, 2025, Dr. ZHANG was granted options by our Company to subscribe for 55,000 H Shares.
(8) As of the Latest Practicable Date, Shanghai Chuang Y uan Y uan Investment Management Co. Ltd. ( ɪऎ௴๕
ʮ̡)( “ Shanghai Chuangyuanyuan ”), was ultimately controlled by the spouse of Ms. MO
Hua. Therefore, Ms. MO Hua is deemed to be interested in the Shares held by Shanghai Chuangyuanyuan
under the SFO.
(9) FIIF, a limited partnership established in the PRC, is managed by its general partner, SDICFUND Management
Co., Ltd. (ʮ̡)( “ SDICFUND ”). SDICFUND is 40% owned by China State
Investment High-Tech Industrial Investment Co., Ltd. (ʮ̡), which in turn is
controlled by State Development and Investment Corporation (ʮ̡), a state-owned
enterprise. As such, under the SFO, each of State Development and Investment Corporation, China State
Investment High-Tech Industrial Investment Co., Ltd. and SDICFUND is deemed to be interested in Shares
held by FIIF.
SUBSTANTIAL SHAREHOLDERS
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--- page 404 ---
(10) As of the Latest Practicable Date, Wise Vigour, a company incorporated in Hong Kong, was held by LC
Healthcare Continued Fund I, L.P . and LC Continued Fund IV , L.P ., each an Independent Third Party, as to
92.6% and 7.4%, respectively. The general partner of each of LC Healthcare Continued Fund I, L.P . and LC
Continued Fund IV , L.P . is wholly owned by LC Fund GP Limited, an Independent Third Party, which is in
turn wholly owned by Union Season Holdings Limited (“ Union Season ”). Union Season is wholly owned by
Legend Capital Co., Ltd. (ʮ̡), which is ultimately controlled by Zhu Linan (ی,)
Chen Hao ( ௓ख), Wang Nengguang ( ˮঐΈ), and Li Jiaqing (ᅅ), each an Independent Third Party.
Therefore, each of LC Healthcare Continued Fund I, L.P ., LC Fund GP Limited, Union Season and Legend
Capital Co., Ltd. is deemed to be interested in the Shares held by Wise Vigour under the SFO.
(11) Shanghai Panlong V enture Investment Partnership (Limited Partnership) ( ɪऎᇂᗬ௴ุҳ༟ΥྫΆุ(Υ
ྫ)) (“ Panlong Investment ”) is a limited partnership established in the PRC, whose general partner is
Shanghai Panlin Management Consulting Co., Ltd. (ʮ̡)( “ Panlin Consulting ”).
Panlin Consulting is a wholly owned by Shanghai Panlin. Shanghai Panlin is the general manager of each of
Ningbo Panlin Qianyuan V enture Capital Partnership (Limited Partnership) (ᇂᎌ̑๕௴ุҳ༟ΥྫΆุ
(Υྫ)) (“ Panlin Qianyuan ”), Hangzhou Panlin Xukang V enture Capital Partnership (Limited
Partnership) (ψᇂᎌϛੰ௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Panlin Xukang ”), Jiaxing Panlin Guangci
V enture Capital Partnership (Limited Partnership) ( ྗጳᇂᎌᄿฉ௴ุҳ༟ΥྫΆุ(Υྫ)) (“ Panlin
Guangci ”), Jiaxing Panlin Y uesheng V enture Capital Partnership (Limited Partnership) (͛௴ุҳ
༟ΥྫΆุ(Υྫ)) (“ Panlin Yuesheng ”) and Qingdao Panlin Hongyu V enture Capital Partnership
(Limited Partnership) (ᇂᎌᒿ༃௴ุҳ༟Άุ(Υྫ)) (“ Panlin Hongyu ”) (collectively and together
with Shanghai Panlong, “ Panlin ”). As of the Latest Practicable Date, Panlong Investment, Panlin Qianyuan,
Panlin Xukang, Panlin Guangci, Panlin Y uesheng and Panlin Hongyu held 817,455 Shares, 4,380,906 Shares,
1,175,724 Shares, 1,004,334 Shares, 817,455 Shares and 782,695 Shares, and Shanghai Panlin was held as to
46.00% by Mr. LI Y uhui. Therefore, each of Mr. LI Y uhui and Shanghai Panlin is deemed to be interested in
the Shares held by Panlin under the SFO.
(12) Kunshan Industrial Technology Research Institute of Small Nucleic Acid Biotechnology Research Institute Co.
Ltd. (ப΂ʮ̡)( “ Small Nucleic Acid Research
Institute ”) is a limited liability company incorporated under the laws of PRC on October 29, 2008, and is
wholly owned by Kunshan Industrial Technology Research Institute Co. Ltd. (ப
΂ʮ̡), which is wholly owned by Kunshan Hi-tech Group Co., Ltd. (ʮ̡)( “ Kunshan
Hi-tech ”). Kunshan Hi-tech is wholly owned by the Stated-owned Assets Supervision and Administration
Commission of Kunshan (“ Kunshan SASAC ”), an Independent Third Party. Kunshan Hi-tech V enture
Investment Co., Ltd. (ʮ̡)( “ Kunshan Hi-tech Venture ”) is a limited liability
company incorporated under the laws of PRC on May 24, 2012, which is wholly owned by Kunshan Hi-tech
and ultimately controlled by Kunshan SASAC. Kunshan Guoke V enture Capital Co., Ltd. (௴ุҳ
ʮ̡)( “Kunshan Guoke ”) is a limited liability company incorporated under the laws of PRC on August
31, 2001 and is held as to 98.76% by Kunshan V enture Holding Group Co., Ltd. (
ʮ̡)
which is wholly owned by Kunshan SASAC. Kunshan Gongyan V enture Investment Co. Ltd. (௴
ʮ̡)( “ Kunshan Gongyan ”) is a limited liability company incorporated under the laws of PRC
on July 2, 2012, which is wholly owned by Kunshan Technology Investment Co., Ltd. (ਠҳ༟Ϟ
ʮ̡). Kunshan Technology Investment Co., Ltd. is wholly owned by Kunshan Industrial Technology
Research Institute Co., Ltd. (ப΂ʮ̡), which is wholly owned by Kunshan
Hi-tech and thus ultimately wholly owned by Kunshan SASAC. As of the Latest Practicable Date, Small
Nucleic Acid Research Institute, Kunshan Hi-tech V enture, Kunshan Guoke and Kunshan Gongyan held
3,224,973 Shares, 2,553,454 Shares, 1,877,862 Shares and 816,246 Shares. Therefore, Kunshan SASAC is
deemed to be interested in Kunshan Hi-tech V enture, Kunshan Guoke and Kunshan Gongyan under the SFO.
Save as otherwise disclosed herein, our Directors are not aware of any persons who will,
immediately following the Global Offering and the Conversion of our Unlisted Shares into H
Shares (assuming the Offer Size Adjustment Option and the Over-allotment Option are not
exercised and no Shares are issued under the Pre-IPO Share Option Scheme), have any interests
and/or short positions in the Shares or underlying Shares of our Company which would fall to
be disclosed to the Company and the Stock Exchange under the provisions of Divisions 2 and
3 of Part XV of the SFO, or will be, directly or indirectly, entitled to exercise, or control the
exercise of, 10% or more of the voting power at any general meeting of our Company.
SUBSTANTIAL SHAREHOLDERS
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--- page 405 ---
BOARD OF DIRECTORS
Upon the Listing, our Board will comprise nine Directors, including three executive
Directors, three non-executive Directors and three independent non-executive Directors. Our
Directors serve a term of three years subject to re-election.
The following table sets forth the key information about our Directors upon Listing.
Name Age Positions
Roles and
responsibilities
Date of joining
our Group
Date of
appointment as
a Director
Relationship with
the other Directors,
Supervisors or
senior management
Dr. LIANG Zicai
(૑ɿʑ) /H1118/H1118/H1118/H1118
60 Chairman of the
Board, executive
Director and
chief executive
officer
Responsible for the
corporate
strategy,
technological
innovation and
fundraising of
our Group
January 18, 2007 January 18, 2007 Spouse of
Dr. ZHANG
Hongyan
Dr. GAN Liming
(׼)H1118/H1118/H1118/H1118
56 Executive Director,
co-chief
executive officer,
global R&D
president and
chief medical
officer
Responsible for the
overall R&D
strategy, R&D
operation,
pipeline
development and
overseeing
business
development
activities of our
Group
January 1, 2022 July 14, 2023 N/A
Dr. ZHANG
Hongyan
(ੵᒿඨ) /H1118/H1118/H1118/H1118
59 Executive Director
and president
Responsible for the
overall corporate
operation of our
Group
January 18, 2007 April 1, 2007 Spouse of
Dr. LIANG Zicai
Dr. QI Fei
(࠭)H1118/H1118/H1118/H1118/H1118
43 Non-executive
Director
Responsible for
providing
guidance and
advice on the
corporate and
business
strategies of our
Group
July 20, 2021 July 20, 2021 N/A
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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--- page 406 ---
Name Age Positions
Roles and
responsibilities
Date of joining
our Group
Date of
appointment as
a Director
Relationship with
the other Directors,
Supervisors or
senior management
Mr. LI Dongfang
(˙) /H1118/H1118/H1118/H1118
38 Non-executive
Director
Responsible for
providing
guidance and
advice on the
corporate and
business
strategies of our
Group
October 18, 2018 October 18, 2018 N/A
Mr. LI Y uhui
(ҽρሾ) /H1118/H1118/H1118/H1118
55 Non-executive
Director
Responsible for
providing
guidance and
advice on the
corporate and
business
strategies of our
Group
November 8,
2019
November 8,
2019
N/A
Dr. YU Xuefeng
(ࢤ)H1118/H1118/H1118/H1118
62 Independent
non-executive
Director
Responsible for
providing
independent
advice and
judgment to our
Board
July 16, 2020 July 16, 2020 N/A
Mr. MA
Chaosong
(ؒ)H1118/H1118/H1118/H1118
53 Independent
non-executive
Director
Responsible for
providing
independent
advice and
judgment to our
Board
July 16, 2020 July 16, 2020 N/A
Mr. W ANG
Ruiping
(ˮ๿̻) /H1118/H1118/H1118/H1118
63 Independent
non-executive
Director
Responsible for
providing
independent
advice to our
Board
May 15, 2025 May 15, 2025 N/A
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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Executive Directors
Dr. LIANG Zicai ( ૑ɿʑ), aged 60, is our founder, chairman of the Board, executive
Director, and chief executive officer. Dr. LIANG has served as the chairman of the Board since
the establishment of our Company on January 18, 2007, and has been the chief executive
officer since September 1, 2017. He was redesignated as an executive Director on March 18,
2025. Dr. LIANG has held key positions in six subsidiaries within our Group, including (i) the
chairman of the board of directors at Kunshan RiboCure since 2012, (ii) the sole director at
Ribo HK since 2013, (iii) a director at Beijing RiboCure since 2016, (iv) a director at Ribo
Australia since 2021, (v) a director at Ribocure AB since 2022, and (vi) the chairman of the
board of directors of Azemidite since 2023. Dr. LIANG is mainly responsible for the corporate
strategy, technological innovation and fundraising of our Group.
Dr. LIANG has accumulated over 35 years of robust experience in biological science,
management and R&D of the biotechnology and pharmaceutical industries. Dr. LIANG worked
at the Institute of Molecular Medicine of Peking University (הfrom
January 2006 to August 2017, holding positions including a director of research lab, professor,
doctoral supervisor and tenured professor, successively, and during the same period, he also
concurrently served as a director of the education committee and a deputy director of the
academic committee of the same institute and a member of the degree committee of life science
of Peking University. From 2017 to 2020, he took a long-term leave of absence to pursue
entrepreneurial activities.
Dr. LIANG held several part-time positions across biotechnology companies, educational
institutions and research organizations, including, (i) a director of Lepton Pharmaceuticals Inc.
in Israel from June 2021 to March 2023; (ii) a guest professor at School of Pharmaceutical
Sciences of Peking University ( ̏ԯɽኪᖹኪ৫) from November 2019 to November 2021;
(iii) an independent director of Berry Genomics Co., Ltd. (ࠢ
ʮ̡, previously known asʮ̡), a company listed on the Shenzhen
Stock Exchange (stock code: 000710), from August 2017 to July 2020; (iv) a director of
Suzhou Wenqu Biological Microsystem Co., Ltd. (ʮ̡) from
January 2013 to April 2019; (v) a director of Kunshan Wenqu Biological Microsystem Co., Ltd.
(ʮ̡) from March 2011 to March 2017; (vi) a deputy director at
Nucleic Acid Society of the Chinese Society of Biochemistry and Molecular Biology ( ʕ਷͛
ึ) from November 2012 to October 2020; (vii) a
director of Kunshan Institute of Industrial Technology Small Nucleic Acid Biotechnology
Research Institute Co., Ltd. (ப΂ʮ̡)
from July 2009 to September 2017; (viii) a committee member of Technology Committee of
Jiangsu (Kunshan) Institute of Industrial Technology (޲(ʆ)Ӻ৫) from
November 2010 to November 2015; and (ix) a professor at Chinese National Human Genome
Center, Beijing (Ӻʕː) from October 2002 to December 2005.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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--- page 408 ---
Currently, Dr. LIANG has also held positions outside out Group, including (i) a director
at Etta Biotech Co., Ltd. (ʮ̡) since November 2014, a company
specialized in the development of cytology application solutions and hardware, and (ii) the
chairman of the Jiangsu Innovation Alliance of the siRNA Industry (აପุ௴อᑌ
ຑ) since January 2010.
Dr. LIANG received his bachelor’s degree in zoology and his master’s degree in
entomology from Nankai University (කɽኪ) in the PRC in July 1985 and June 1988,
respectively. He further obtained his doctor’s degree in physiological mycology from Uppsala
University in Sweden in October 1995. After that, he served as a research fellow at the
Department of Molecular Biophysics and Biochemistry at Y ale University in the United States
until November 1998. Dr. LIANG garnered a multitude of prestigious awards and recognitions
throughout the years, such as the “Leading Talent of the Double Innovation Team in Jiangsu
Province” (ɛʑ) by the Jiangsu Provincial Department of Science and
Technology (ኪҦஔᝂ) in September 2010.
Dr. GAN Liming (׼)aged 56, is our executive Director, co-chief executive officer,
global R&D president and chief medical officer. He joined our Group on January 1, 2022 and
served as the global R&D president and chief medical officer of the Company from January
2022 to July 2023. He has been a Director and the co-chief executive officer of our Company
since July 14, 2023 and was redesignated as an executive Director on March 18, 2025. He has
been an executive director and chief executive officer of Ribocure AB since February 2022. Dr.
GAN is mainly responsible for the overall R&D strategy, R&D operation, pipeline
development and oversees business development activities of our Group.
Dr. GAN has more than 20 years of pharmaceutical experience in AstraZeneca AB in
Sweden, a subsidiary of AstraZeneca Plc, a company listed on the London Stock Exchange
(ticker symbol: AZN) and NASDAQ Global Market (ticker symbol: AZN) and held various
positions including (i) the vice president of global R&D from April 2019 to December 2021,
(ii) the executive head of the department of biomedical sciences for heart failure from January
2019 to April 2019, (iii) a global chief scientist from June 2018 to April 2019, (iv) a senior
director physician from August 2013 to April 2019, (v) a translational science director from
September 2011 to July 2013, (vi) the head of disease area pipeline from October 2007 to
February 2011 and (vii) a principal scientist in the vascular biology team from March 2001 to
September 2007.
Dr. GAN obtained his bachelor’s degree in medicine from University of Gothenburg in
Sweden in June 1997, and his Ph.D. in cardiovascular research and clinical physiology from
University of Gothenburg in Sweden in September 2000. He obtained his medical license from
Sahlgrenska University Hospital in September 2000. Since 2008, he has held an adjunct
professorship in translational science and drug development at University of Gothenburg in
Sweden.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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--- page 409 ---
Dr. ZHANG Hongyan ( ੵᒿඨ), aged 59, is our executive Director and president. Dr.
ZHANG joined our Group on January 18, 2007. She has served as a Director since April 2007
and served as a president from April 2007 to July 2020. She was then appointed as an executive
deputy president from July 2020 to June 2021. Since June 2021, she has served as a president
of our Company. Dr. ZHANG was redesignated as an executive Director on March 18, 2025.
Dr. ZHANG has also held positions in seven subsidiaries within our Group, including (i) a
president at Kunshan RiboCure since October 2012, (ii) a director and president at Beijing
RiboCure since August 2015, (iii) a director at Azemidite from August 2017 to February 2021
(reappointed as a director at Azemidite in June 2021 and has been holding the position since
then), and the chairman of the board of directors at Azemidite from June 2021 to July 2023,
(iv) a director at Ribo Australia since June 2021, (v) a director at Ribocure AB since February
2022, (vi) a director of Shandong Ribotek since July 2025 and (vii) a director of Shenzhen
Ribotek since May 2025. Dr. ZHANG is mainly responsible for the overall corporate operation
of our Group.
Dr. ZHANG had extensive experience in the area of biotechnology and life sciences,
including serving as (i) a director at Tianjin PharmaTide Co. Ltd. (ʮ̡)
from April 2021 to July 2023 and (ii) a researcher at the Karolinska Institutet in Sweden since
1999.
Dr. ZHANG received her bachelor’s degree in zoology from Nankai University in the
PRC in July 1988. She then achieved her doctor’s degree in animal physiology from Uppsala
University in Sweden in June 1996. Following that, she served as a research fellow at the
Department of Molecular Biophysics and Biochemistry at Y ale University in the United States
until November 1998. Dr. ZHANG received the title of a core member of “Double Innovation
Team in Jiangsu Province” (ࡰfrom the Jiangsu Provincial Department
of Science and Technology (ኪҦஔᝂ) in 2010 and the Skapa Diploma from the
Swedish foundation Stiftelsen Skapa in 2003.
Non-executive Directors
Dr. QI Fei (࠭)aged 43, is a non-executive Director. He was appointed as a Director
on July 20, 2021 and was redesignated as a non-executive Director on March 18, 2025. He is
mainly responsible for providing guidance and advice on the corporate and business strategies
of our Group.
From October 2007 to March 2010, Dr. QI served as a research assistant at University of
California, Los Angeles. He worked as a senior researcher at COFCO Nutrition and Health
Research Institute Co., Ltd. (ʮ̡) from February 2011 to September
2014. From June 2018 to July 2022, he served as a supervisor of Qingdao BAHEAL
Pharmaceutical Co., Ltd. (ʮ̡), a company listed on the ChiNext
Market of the Shenzhen Stock Exchange (stock code: 301015). From March 2019 to December
2021, he served as a director of Hangzhou Oriomics Biotechnology Co., Ltd. (ي
ʮ̡). He also served as a general manager and executive director at Suzhou
Hangzheng Biotechnology Co., Ltd. (ʮ̡) from July 2021 to
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
– 399 –


--- page 410 ---
September 2023. He worked as a director at Baiyang Intelligent Technology Group Co., Ltd.
(ʮ̡) from December 2021 to November 2023. From February
2022 to November 2023, he served as a director at Qingdao Yifuzhen Network Technology Co.,
Ltd. (ʮ̡).
Currently, he holds several positions outside our Group, including (i) an executive
director at Legend Capital Management Co., Ltd. (ʮ̡), a company
focused on investment and asset management, since April 2021, where he served as a director,
vice president, and investment manager from December 2014 to April 2021, (ii) a director at
Shanghai Fuai Management Consulting Co., Ltd. (ʮ̡), a company
focused on medical aesthetics investment, since November 2018, (iii) a director at Beijing
Genskey Technology Co., Ltd. (ʮ̡), a company specialized in gene
technology diagnostic and therapeutic services for infectious diseases, since April 2019, (iv) a
director at Suzhou Liangyihui Network Technology Co., Ltd. (ʮ̡),
a company specialized in biopharmaceutical information consulting, since June 2019, (v) a
director at Sophmind Technology (Beijing) Co., Ltd. (Ҧ (̏ԯ)ʮ̡
(previously known as Tongxin Medical Union (Beijing) Technology Co., Ltd. ( Νːᔼᑌ(̏ԯ)
ʮ̡)), a company focused on health consulting, since June 2019, (vi) a director at
Beijing JoeKai Biotechnology Co., Ltd. (ʮ̡), a company focused on
the research and development of drugs for mental disorders, since January 2021, (vii) a director
at Beijing Egg Y olk Technology Co., Ltd. (ʮ̡), a company specialized in
science and technology promotion services, since June 2021, (viii) a director at Shanghai
Leapstack Data Technology Co., Ltd. (ʮ̡), a company focused on
insurance technology services, since January 2022, (ix) a director at Chengdu Ling Tai Ke
Biotechnology Co., Ltd. (ʮ̡) , a company specialized in biological
genetic technology, since August 2023, (x) a director at Chengdu Zhenyu Biomedicine
Technology Co., Ltd. (ʮ̡), a company specialized in biological
genetic technology, since September 2023, (xi) a director at Nuwacell Biotechnology Co., Ltd.
(ʮ̡), a company specialized in cell therapy, since August 13,
2025 and (xii) a director at Nantong Fengxun Biotechnology Co., Ltd. (ҦϞ
ʮ̡), a company specialized in biological genetic technology, since September 2025.
Dr. QI obtained his bachelor’s degree in biotechnology and his Ph.D. in molecular cell
biology at Peking University ( ̏ԯɽኪ) in the PRC in June 2004 and December 2010,
respectively.
Mr. LI Dongfang (˙), aged 38, is a non-executive Director. Mr. LI was appointed
as a Director on October 18, 2018 and was redesignated as a non-executive Director on March
18, 2025. He has also served as a director at Beijing RiboCure since January 2019. He is mainly
responsible for providing guidance and advice on the corporate and business strategies of our
Group.
Mr. LI’s professional journey commenced at Goldman Sachs (Asia) L.L.C. ( ৷ସ(ݲ)Ϟ
ப΂ʮ̡) where he served as an equity analyst in the global investment research division
from August 2011 to February 2015.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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--- page 411 ---
Currently, Mr. LI also holds positions at various companies, including:
Period of service Employer Position
Since August 2015 /H1118/H1118/H1118/H1118/H1118/H1118SDICFUND Management Co., Ltd.
(ʮ̡), a
company focused on investment
and asset management
Executive director,
investment team
Since June 2019 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118EpimAb Biotherapeutics, Inc. (ᒕ
ʮ̡), a company
focused on the research and
development of bispecific
antibody technology and products
Non-executive
director
Since May 2022 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Zylox-Tonbridge Medical
Technology Co., Ltd. ( ᓥ௴ஷ዗
ʮ̡), a
company specialized in the
manufacturing of medical devices
such as neurointerventional and
peripheral interventional devices,
and listed on the Stock Exchange
(stock code: 2190)
Non-executive
director
Since January 2023 /H1118/H1118/H1118/H1118/H1118Hipro Biotechnology Co., Ltd. ( ͩ
ʮ̡),
a company focused on the
manufacturing of in vitro
diagnostic device reagent
Non-executive
director
Since May 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Beijing Shuimu Dongfang Medical
Technology Co., Ltd. ( ̏ԯ˥˝
ࠢ
ʮ̡), a company focused on the
development and manufacturing
of medical device
Non-executive
director
Since July 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Hainan Simcere Zaiming
Pharmaceutical Co., Ltd. (΋
ʮ̡), a
company specialized in the
development and
commercialization of anti-tumor
innovative drugs
Non-executive
director
Since October 2025 /H1118/H1118/H1118/H1118Tinavi Medical Technologies Co.,
Ltd. (΅Ϟ
ʮ̡), a company listed on the
Shanghai Stock Exchange (stock
code: 688277) and specialized in
medical robot
Director
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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--- page 412 ---
In addition, from February 2022 to June 2025, Mr. Li served as a non-executive director
of Sichuan Kelun-Biotech Biopharmaceutical Co., Ltd. (ʮ
̡), a company specialized in R&D, manufacturing and commercialization of novel drugs and
listed on the Stock Exchange (stock code: 6990).
Mr. LI obtained his bachelor’s degree in electronic commerce and master’s degree in
finance from University of International Business and Economics (ɽኪ)i nt h e
PRC in July 2009 and July 2011, respectively. In July 2024, he obtained another master’s
degree in public health from Tsinghua University in the PRC. He has been a Chartered
Financial Analyst (ࢪؓsince August 2015.
Mr. LI Yuhui ( ҽρሾ), aged 55, is a non-executive Director. Mr. LI was appointed as a
Director on November 8, 2019 and was redesignated as a non-executive Director on March 18,
2025. He has also served as a director at Beijing RiboCure since December 2019. He is mainly
responsible for providing guidance and advice on the corporate and business strategies of our
Group.
Mr. LI has over 25 years of extensive professional investment banking management
experience and investment experience, encompassing roles across various companies. From
1997 to 2000, he served at J&A Securities Co., Ltd. (ப΂ʮ̡) before serving at
Guotai Junan Securities Co., Ltd. (ʮ̡), a company dually listed on the
Stock Exchange (stock code: 2611) and the Shanghai Stock Exchange (stock code: 601211).
Currently, Mr. LI has held several positions in multiple companies, including (i) a
founding managing partner and the chairman of the board of directors at Shanghai Panlin Asset
Management Co., Ltd. (ʮ̡), a company focused on investment and
asset management, since February 2010, (ii) a director at Zhixinhaozheng (Shanghai) Life
Science Co., Ltd. ( ౽อख͍(ɪऎ)ʮ̡), a company focused on the in vitro
regeneration of human tissues and organs, since January 2023, (iii) a director at Hangzhou
DNano MetaBio Technology Co., LTD. (ʮ̡), a company
specialized in the field of nucleic acid nanocarrier design, since October 2023, (iv) a director
at Ruiyun (Shenzhen) Cold Chain Logistics Technology Co., Ltd. ( ๿ථ(ଉέ)ҦϞ
ʮ̡), a cold chain technology logistics platform company, since July 2020, and (v) a
director at Easy-Logic Technology Holding Cayman Limited, a company focused on the
semiconductor design software, since November 2023. From June 2020 to May 2025, he served
as a director at ZiY un (Shanghai) Internet of Things Technology Co., Ltd. ( ᎄථ(ɪऎ)ᑌၣ
ʮ̡), a company focused on the digital solutions for discrete manufacturing.
Mr. LI obtained his bachelor’s degree in mechanical engineering from Huazhong
University of Science and Technology (Ҧɽኪ) in the PRC in July 1991. He further
obtained his master’s degree in finance from Southwestern University of Finance and
Economics (ৌ຾ɽኪ) in the PRC in July 1997. In July 2016, Mr. LI obtained his
executive master of business administration degree at Tsinghua University in the PRC. He has
been pursuing his doctor degree in applied finance at University of Geneva in Switzerland
since September 2018. Mr. LI was awarded the “TOP100 Forbes China Best V enture
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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--- page 413 ---
Capitalists” ( ၅̺౶ʕ਷௰Գ௴ҳɛTOP100) by Forbes China from 2017 to 2024
consecutively, the “Prominent Technology Investor” (Ҧҳ༟ɛ) by China Business
News ( ୋɓৌ຾) in 2024, and “Annual Healthcare Excellence Investor” (ᔼᐕ਄ੰՙ൳ҳ
࢕by VCBeat ( ਗএၣ) in 2024.
Independent Non-executive Directors
Dr. YU Xuefeng (ࢤ)aged 62, is our independent non-executive Director. Dr. YU
joined our Company as an independent Director on July 16, 2020 and was redesignated as an
independent non-executive Director on March 18, 2025. He is mainly responsible for providing
independent advice and judgment to our Board.
Prior to joining our Group, Dr YU’s career spun various roles in the field of microbiology
and biotechnology. From July 1988 to June 1991, he served as a lecturer at the Microbiology
Department of Nankai University (කɽኪ) in the PRC. From October 1996 to May 1998, he
worked as a scientist at IBEX Technologies Inc., a company listed on the Toronto Stock
Exchange V enture Exchange (ticker symbol: IBT). Subsequently, from May 1998 to April
2010, he held several positions successively at Sanofi Pasteur Limited, including a product
development scientist, director of the Canadian division of bacterial vaccine development and
global director of bacterial vaccine development. Since January 2009, he has served as the
chairman of the board of directors, chief executive officer, and general manager of CanSino
Biologics Inc. (΅ʮ̡), a company focused on the development, manufacturing
and commercialization of vaccines and listed on the Shanghai Stock Exchange (stock code:
688185), the Stock Exchange (stock code: 06185) and the OTC Pink Open Market (ticker
symbol: CASBF).
Dr. YU obtained his bachelor’s degree in biology and master’s degree in microbiology
from Nankai University in the PRC in July 1985 and June 1988, respectively. He obtained his
Ph.D. in microbiology from McGill University in Canada in June 1998. He has been honored
with multiple awards and recognitions, including (i) a scientific and technological innovation
and entrepreneurship talent in the Innovative Talents Promotion Program (ྌ
Ҧ௴อ௴ุɛʑ) of the Ministry of Science and Technology of the PRC (߅
ኪҦஔ௅) in April 2013 and (ii) the “Specially-invited Experts” in Tianjin City (̹त໌
࢕by the Tianjin Talent Work Leading Group (̹ɛʑʈЪჯኬʃଡ଼) in February 2010.
Mr. MA Chaosong (ؒ)aged 53, is an independent non-executive Director. Mr. MA
joined our Company as an independent Director on July 16, 2020 and was redesignated as an
independent non-executive Director on March 18, 2025. He is mainly responsible for providing
independent advice and judgment to our Board.
Mr. MA has accumulated more than 25 years of professional experience, encompassing
a diverse range of positions in various organizations. He served as a partner at Zhongchengxin
Certified Public Accountants Co., Ltd. (ப΂ʮ̡) from October
1999 to October 2015. He also worked as a project manager at Zhong Ce Accounting Firm ( ʕ
הfrom September 1997 to September 1999. From January 2009 to April 2009,
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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--- page 414 ---
he served as a general manager at Beijing Zhiyuxing Management Consulting Co., Ltd. ( ̏ԯ
ʮ̡). From January 2014 to August 2018, he worked as a director at Xidi
International Group Limited. (ʮ̡) (previously known as Beijing
Zhongjian International Development Co., Ltd. (ʮ̡) before January
2014 and Xidi International Group Co., Ltd. (ʮ̡) from January 2014
to August 2018). Mr. MA also held the position of independent director in several companies,
including (i) China National Complete Plant Import & Export Group Corporation Limited. ( ʕ
ʮ̡) from May 2011 to April 2017, a company listed on the Shenzhen Stock
Exchange (stock code: 000151), (ii) Beijing WKW Automotive Parts Co., Ltd. (ӛ
ʮ̡) from January 2014 to June 2020, a company listed on the Shenzhen
Stock Exchange (stock code: 002662), (iii) Client-Service International Inc. (ᔝழ΁ӻ
ʮ̡) from December 2013 to October 2021, a company listed on the ChiNext
Market of Shenzhen Stock Exchange (stock code: 300663), (iv) Beijing Navigation Control
Technology Co., Ltd. (ʮ̡) from May 2020 to October 2020,
a company listed on the Shanghai Stock Exchange STAR Market (stock code: 688282), (v)
China Nuclear Industry Construction Corporation Limited (ʮ̡)
from November 2018 to December 2024, a company listed on the Shanghai Stock Exchange
(stock code: 601611) and (vi) Lingyun Industrial Corporation Limited (ʮ
̡) from May 2020 to May 2025, a company focused on manufacturing of automotive parts and
components and listed on the Shanghai Stock Exchange (stock code: 600480).
Currently, he holds diverse roles across multiple companies. Since September 2000, he
has served as the chairman of the board of directors at Beijing Xin Li Heng Tax Agency Co.,
Ltd., (ப΂ʮ̡). Additionally, since November 2015, Mr. MA
has served as a partner at Jonten Certified Public Accountants LLP (ה(ࣿ
౷ஷΥྫ)). Since October 2021, he has served as a supervisor at Beijing Aimedeye
Information Consulting Co., Ltd. (ʮ̡). Mr. MA also holds the
position of independent director in several companies, including (i) Zonkin Technology Co.,
Ltd. (ʮ̡) since June 2022, a company focused on software development
and information technology, (ii) Huibaichuan Fund Management Co., Ltd. (၍ଣϞ
ʮ̡) since March 2023, and (iii) Unigroup Guoxin Microelectronics Co., Ltd. (ฆ
ʮ̡) since August 2023, a company listed on the Shenzhen Stock Exchange
(stock code: 002049).
In July 1994, Mr. MA obtained his bachelor’s degree in accounting from Renmin
University of China ( ʕ਷ɛ͏ɽኪ) in the PRC. Subsequently, in July 1997, he obtained his
master’s degree in accounting at the Research Institute of Fiscal Science, Ministry of Finance
of the PRC (הHe has been a Certified Public Accountant of China
(ࢪࠇsince September 1999, a Certified Public V aluer in China ( ʕ਷ൗ̅༟ପ൙
ࢪsince May 2000, a Senior Accountant (ࢪࠇsince January 2006 and a Registered
Tax Agent (ࢪsince May 2012.
For further information regarding Mr. MA, see “— Other Information in Relation to Our
Directors, Supervisors and Senior Management — Further Information about Mr. MA
Chaosong.”
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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Mr. W ANG Ruiping ( ˮ๿̻), aged 63, is an independent non-executive Director. Mr.
W ANG was appointed as an independent non-executive Director on March 18, 2025 with effect
from May 15, 2025. He is mainly responsible for providing independent advice to our Board.
Currently, Mr. W ANG is the founder and has served as a co-chairman of DABANC
HOLDING LIMITED, a company specialized in high-tech and renewal energy investment
since April 2019. He has also served as a founder managing partner of TDR Capital
International Ltd. since January 2006.
Mr. W ANG obtained his bachelor’s degree and his master’s degree in economics at
Nankai University (කɽኪ) in the PRC in June 1983 and June 1986, respectively. From 2017
to 2018, he served as a professional fellow in technology innovation and entrepreneurship in
Columbia University in the United States.
For further information regarding Mr. W ANG, see “— Other Information in Relation to
Our Directors, Supervisors and Senior Management — Further information about Mr. W ANG
Ruiping.”
SUPERVISORY COMMITTEE
Our Supervisory Committee comprises three Supervisors. The following table sets forth
the key information about our Supervisors.
Name Age Positions
Roles and
responsibilities
Date of joining
our Group
Date of
appointment as
a Supervisor
Relationship with
the other Directors,
Supervisors or
senior management
Ms. W ANG Fan
(ˮ೦) /H1118/H1118/H1118/H1118/H1118
42 Chairperson of the
Supervisory
Committee and
deputy director
of administration
Responsible for
supervising our
Board and senior
management
April 4, 2007 October 27, 2020 N/A
Mr. W ANG Lijie
(ˮͭ௫) /H1118/H1118/H1118/H1118
43 Supervisor Responsible for
supervising our
Board and senior
managements
July 16, 2020 July 16, 2020 N/A
Mr. ZHANG Ning
(ੵྐྵ) /H1118/H1118/H1118/H1118/H1118
36 Supervisor and
senior financial
manager
Responsible for
supervising our
Board and senior
management
June 16, 2014 July 16, 2020 N/A
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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Ms. W ANG Fan ( ˮ೦), aged 42, is our chairperson of the Supervisory Committee and
deputy director of administration. Ms. W ANG joined our Group on April 4, 2007, initially
serving as an office assistant from April 2007 to May 2010. Subsequently, from June 2010 to
December 2015, she worked as a human resources and administration manager in our
Company, and from January 2016 to March 2018, she served as an administration manager in
our Company. From April 2018 to May 2023, she was promoted as a senior administration
manager, and then she has served as a deputy director of administration since May 2023 in our
Group. She has served as our chairperson of the Supervisory Committee since October 27,
2020. She is mainly responsible for supervising our Board and senior management.
Ms. W ANG served as a researcher at the pharmaceutical factory of Harbin Pharmaceutical
Group Co., Ltd. (ʮ̡), a company listed on the Shanghai Stock Exchange
(stock code: 600664), from July 2006 to March 2007.
Ms. W ANG obtained her bachelor’s degree in pharmaceutical engineering from Sichuan
University ( ̬ʇɽኪ) in the PRC in July 2006.
Mr. W ANG Lijie ( ˮͭ௫), aged 43, was appointed as a Supervisor since July 16, 2020.
He is mainly responsible for supervising our Board and senior managements.
Mr. W ANG possessed a varied professional background encompassing the legal field. He
worked as a lawyer at Shanghai Allbright Law Offices (הfrom April
2014 to March 2015. Prior to that, he served as a legal assistant at the Shanghai office of
Beijing Dentons Law Offices, LLP (הfrom June 2010 to April
2014.
Since March 2015, he has served as a director of innovation business at Shanghai
Chuangyuan (InnoSpring) Tech Development Inc. (ʮ̡), where he has
also served as a vice president and a director since January 2018 and July 2024, respectively.
Currently, Mr. W ANG holds supervisory roles and directorships across various companies as
follows.
Period of service Employer Position(s)
Since May 2015 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Kunshan Chuangyuan Technology
Park Management Co., Ltd. (ʆ
ʮ̡)
Supervisor
Since November 2021 /H1118/H1118/H1118Beijing Liying Digital Intelligent
Technology Co., Ltd. ( ̏ԯɢᙊ
ʮ̡)
Director
Since November 2021 /H1118/H1118/H1118Shanghai Y unhu Intelligent
Technology Co., Ltd. ( ɪऎථ⎢
ʮ̡)
Director
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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Period of service Employer Position(s)
Since February 2022 /H1118/H1118/H1118/H1118Chuangyuan Advanced (Beijing)
Manufacturing Technology
Development Co., Ltd. ( ௴๕΋ආ
(̏ԯ)ʮ̡)
Director and
manager
Since March 2023 /H1118/H1118/H1118/H1118/H1118/H1118Nantong Y uanfu Entrepreneurship
Service Co., Ltd. (ஷ๕ረ௴ุ
ʮ̡)
Supervisor
Since January 2024 /H1118/H1118/H1118/H1118/H1118Nantong Chuangyuan Technology
Park Development Co., Ltd. (ی
ʮ̡)
Supervisor
Since February 2024 /H1118/H1118/H1118/H1118Shanghai Chuangyuanyuan
Investment Management Co., Ltd.
(ʮ̡)
Legal
representative
and executive
director
From September 2024 to
November 2025 /H1118/H1118/H1118/H1118/H1118/H1118
Shanghai Tsingding Technology
Co., Ltd. (ʮ
̡)
Director
Since November 2025 /H1118/H1118/H1118 Supervisor
Mr. W ANG obtained his bachelor’s degree and master’s degree in law from Tsinghua
University ( ૶ശɽኪ) in July 2004 and July 2007, respectively. He obtained the Legal
Professional Qualification Certificate of the PRC in March 2012.
Mr. ZHANG Ning ( ੵྐྵ), aged 36, was appointed as a Supervisor since July 16, 2020.
He successively served as a cashier and administrative staff, accountant supervisor and
financial manager at our Company since joining our Company in June 2014. He was promoted
to a senior financial manager of our Company since April 2024. He is mainly responsible for
supervising our Board and senior management.
Mr. ZHANG started his career at BrightGene Bio-Medical Technology Co., Ltd. ( ௹๿͛
ᔼᖹ(ᘽψ)ʮ̡), a company listed on the Shanghai Stock Exchange STAR Market
(stock code: 688166) from July 2012 to September 2012. He worked at Y ageo Electron
Component (Suzhou) Co., Ltd. ( ਷̶ཥɿ(ᘽψ)ʮ̡) from October 2012 to June 2013.
Following this, from June 2013 to April 2014, he served at Whole Easy Internet Technology
Co., Ltd. (ʮ̡) (previously known as Kunshan Jinli Surface Material
Application Technology Co., (ʮ̡)), a company formerly
listed on the Shenzhen Stock Exchange (stock code: 002464) and delisted on June 28, 2022.
In June 2012, he obtained his bachelor’s degree in applied chemistry at Y ancheng Institute
of Technology (ʈኪ৫) in the PRC. In January 2023, Mr. ZHANG obtained his master of
business administration degree from Shanghai University of Finance and Economics ( ɪऎৌ
຾ɽኪ) in the PRC. In March 2019, he obtained the Certified Public Accountant (ࢪࠇ)
Certificate in the PRC.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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SENIOR MANAGEMENT
Our senior management is responsible for the day-to-day management of our business.
The following table sets forth the key information about our senior management as of the
Latest Practicable Date.
Name Age Positions
Roles and
responsibilities
Date of joining
our Group
Date of
appointment as
a senior
management
Relationship with
the other Directors,
Supervisors or
senior management
Dr. LIANG Zicai
(૑ɿʑ) /H1118/H1118/H1118/H1118
60 Chairman of the
Board, executive
Director and
chief executive
officer
Responsible for the
corporate
strategy,
technological
innovation and
fundraising of
our Group
January 18, 2007 January 18, 2007 Spouse of
Dr. ZHANG
Hongyan
Dr. GAN Liming
(׼)H1118/H1118/H1118/H1118
56 Executive Director,
co-chief
executive officer,
global R&D
president and
chief medical
officer
Responsible for the
overall R&D
strategy, R&D
operation,
pipeline
development and
overseeing
business
development
activities of our
Group
January 1, 2022 January 1, 2022 N/A
Dr. ZHANG
Hongyan
(ੵᒿඨ) /H1118/H1118/H1118/H1118
59 Executive Director
and president
Responsible for the
overall corporate
operation of our
Group
January 18, 2007 April 1, 2007 Spouse of
Dr. LIANG Zicai
Dr. TONG Cheng
(ഁϓ) /H1118/H1118/H1118/H1118/H1118
60 Executive vice
president
Responsible for
ensuring the
implementation
of R&D strategy
and goal
achievement
including CMC
management of
our Group
April 25, 2016 April 25, 2016 N/A
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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--- page 419 ---
Name Age Positions
Roles and
responsibilities
Date of joining
our Group
Date of
appointment as
a senior
management
Relationship with
the other Directors,
Supervisors or
senior management
Dr. GAO Shan
(৷ʆ) /H1118/H1118/H1118/H1118/H1118
60 Senior vice president
and chief
scientific officer
Responsible for the
technology
innovation,
discovery
pharmacology
and translation
science of our
Group
January 1, 2013 January 1, 2013 N/A
Mr. ZHANG Su
(ੵ೤) /H1118/H1118/H1118/H1118/H1118
48 Chief financial
officer, secretary
of the Board and
joint company
secretary
Responsible for the
overall financial
management and
Board affairs of
our Group
December 1, 2024 December 1, 2024 N/A
Dr. LIANG Zicai ( ૑ɿʑ), aged 60, is our Founder, chairman of the Board, executive
Director, and chief executive officer. For his biography, see “— Board of Directors —
Executive Directors” in this section.
Dr. GAN Liming (׼,)aged 56, is an executive Director, co-chief executive officer,
global R&D president and chief medical officer of our Company. For his biography, see “—
Board of Directors — Executive Directors” in this section.
Dr. ZHANG Hongyan ( ੵᒿඨ), aged 59, is the executive Director and president of our
Company. For her biography, see “— Board of Directors — Executive Directors” in this
section.
Dr. TONG Cheng ( ഁϓ), aged 60, is the executive vice president of our Company. He
joined our Group on April 25, 2016. From April 2016 to March 2022, he worked as a senior
vice president in our Company. He has served as an executive vice president of our Company
since March 2022. He has also served as a director of Beijing RiboCure since December 2019.
Dr. TONG is mainly responsible for ensuring the implementation of R&D strategy and goal
achievement including CMC management of our Group.
From June 1988 to September 1992, Dr. TONG served as a teaching staff at Lanzhou
University ( ᚆψɽኪ). From September 1992 to September 1997, he studied in chemistry
graduate program and obtained a Ph.D. degree at Georgia Institute of Technology. From
October 1997 to March 2000, he served as a senior scientist at CytRx Corporation, a company
listed on Nasdaq (ticker symbol: CYTR). From April 2000 to July 2001, he served as a research
scientist at Solvay Pharmaceuticals, Inc. From August 2001 to April 2016, he worked at Pfizer
Inc., a company listed on NYSE (ticker symbol: PFE), with his last position as a senior
director.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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Dr. TONG also held several positions in pharmaceutical industry organization. From
January 2015 to December 2015, he served as the chairman of the APEC Asia-Pacific Council
of the International Society for Pharmaceutical Engineering (ISPE) ਷ყႡᖹʈ೻ኪึ and
prior to that, he served as the chairman and board member of the China branch of the same
organization from January 2013 to December 2014.
Dr. TONG obtained his bachelor’s degree in petrochemistry from Lanzhou University ( ᚆ
ψɽኪ) in the PRC in July 1985, followed by his master’s degree in analytical chemistry from
the same institution in June 1988. Subsequently, he obtained his Ph.D. in chemistry at the
Georgia Institute of Technology in the United States in September 1997.
Dr. GAO Shan ( ৷ʆ), aged 60, is a senior vice president and the chief scientific officer
of our Company. He joined our Company on January 1, 2013 and served as a vice president
from January 2013 to April 2020. He has worked as a senior vice president and chief scientific
officer of our Company since April 2020 and April 2022, respectively. He is mainly responsible
for the technology innovation, discovery pharmacology and translation science of our Group.
From July 1990 to August 1993, he served as a resident physician at Tianjin Medical
University Stomatological Hospital (ɽኪɹഢᔼ৫) and worked as an attending
physician in the same institution from October 1994 to August 1998, with his last position
being an associate chief physician, associate professor, and deputy director of the center
laboratory from September 1998 to November 2001. From November 2000 to November 2001,
he served as a visiting scholar at the Dental School of the University of Copenhagen in
Denmark. From January 2004 to December 2009, he served as a postdoctoral researcher and
an assistant professor at the Institute of Molecular Biology and Nanoscience Research Center
(Ӻʕː) of Aarhus University in Denmark and served as a senior
researcher and associate professor in the same institution from January 2010 to December
2012. Dr. GAO worked as a visiting professor at Central South University (ɽኪ)i nt h e
PRC from October 2009 to September 2014. He has also worked as an associate editor of
Journal of Oral Pathology & Medicine since October 2015. Since September 2018, he has
served as a visiting professor in Hebei Medical University (ɽኪ).
Dr. GAO obtained his bachelor’s degree in stomatology at Hebei Medical University (ئ
ɽኪ) (previously known as Hebei Medical College (̏ᔼኪ৫)) in the PRC in July
1987. He obtained his master’s degree in stomatology at Xiangya School of Medicine, Central
South University (ɽኪಱඩᔼኪ৫), formerly known as Hunan Medical University (ی
ɽኪ) in the PRC in July 1990. He obtained his doctor’s degree in health sciences at the
University of Copenhagen in Denmark in May 2004.
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Mr. ZHANG Su ( ੵ೤), aged 48, is our chief financial officer, secretary of the Board and
joint company secretary. He joined our Company on December 1, 2024 and has been secretary
of the Board and chief financial officer since February 2025 and April 2025, respectively. He
was also appointed as one of the joint company secretaries of our Company with effect from
December 17, 2025. He is mainly responsible for the overall financial management and Board
affairs of our Group.
Mr. ZHANG has more than 20 years of experiences in the finance industry. Mr. ZHANG
started his career as an associate at PricewaterhouseCoopers, Shanghai in July 2000 and later
served as a senior associate until November 2004. He served as a credit analyst at Standard
Chartered Bank, Shanghai from December 2004 to July 2005. In December 2006, he joined
Exane BNP Paribas UK as an equity analyst. Mr. ZHANG then joined Standard Chartered Bank
Hong Kong in June 2013 and served as an equity analyst covering emerging healthcare
companies until February 2015. From April 2015 to December 2016, he was a research analyst
of healthcare equities at BNP Paribas, Hong Kong. Mr. ZHANG then served as a director of
the equity research department covering healthcare sector at China Merchant Securities (Hong
Kong) Co., Ltd until August 2019. From August 2019 to November 2021, he served as the chief
financial officer at Ascentage Pharma Group International ( ԭସᔼᖹ), a company listed on the
Stock Exchange (stock code: 6855). From November 2021 to November 2024, he worked as
the chief financial officer at Wuhan Neurophth Biotechnology Limited Company (ဏॲ၅౶
ʮ̡).
Mr. ZHANG obtained a bachelor’s degree in economics in international business from
Fudan University in July 2000. He also received a master’s degree in business administration
from HEC School of Management in September 2007 and a master’s degree of science in
accounting and finance from the London School of Economics and Political Science in July
2007.
OTHER INFORMATION IN RELATION TO OUR DIRECTORS, SUPERVISORS AND
SENIOR MANAGEMENT
Further Information about Mr. MA Chaosong
During an on-site inspection of Dalian Huashi Education Consulting Co., Ltd. ( ɽஹശྼ
ʮ̡)( “ Huashi Company ”), the Dalian Bureau of the CSRC identified
certain deficiencies in the audit procedures conducted by Jonten Certified Public Accountants
LLP (ה(౷ஷΥྫ)) (“ Jonten ”) for Huashi Company’s 2018 financial
statements and capital verification related to its 2018 stock issuance and fundraising. On June
28, 2020, the Dalian Bureau issued a warning letter to Jonten and Mr. MA as well as another
partner at Jonten, both of whom served as the certified public accountants for the
above-mentioned audit engagements (the “ Incident ”). The letter also emphasized the need for
improved audit practices through effective measures. As confirmed by Mr. MA, as of the Latest
Practicable Date, no relevant professional bodies (including the Chinese Institute of Certified
Public Accountants) imposed any professional censure or penalties on Mr. MA after the
Incident.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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Notwithstanding the above, our Directors consider that Mr. MA is competent and able to
fulfil his duties of care, skill and diligence based on the following reasons:
(i) as advised by our PRC Legal Advisors, the issuance of the warning letter is purely
a regulatory measure, serving as cautionary administrative notice, which is different
from an administrative penalty;
(ii) as further advised by our PRC Legal Advisors, such regulatory measure did not
disqualify Mr. MA from acting as a director or senior management of any PRC
company under the PRC Company Law;
(iii) the Incident did not raise any concern over the issue of integrity or character of Mr.
MA with no evidence of dishonesty, fraud or deliberate wrongdoing, which would
affect his suitability to act as an independent non-executive Director, as the warning
was cautionary in nature and related solely to insufficiency of audit evidence or
procedure;
(iv) no regulatory authority or stock exchange disqualified Mr. MA from acting as an
independent director of any public company as a consequence of the Incident and he
is currently serving as or served as an independent director for several A-share listed
companies in the PRC, including (a) China Nuclear Industry Construction
Corporation Limited (ʮ̡)( “ China Nuclear
Construction ”) from November 2018 to December 2024, a company listed on the
Shanghai Stock Exchange (stock code: 601611); (b) Lingyun Industrial Corporation
Limited (ʮ̡)( “ Lingyun Industrial ”) from May 2020 to May
2025, a company listed on the Shanghai Stock Exchange (stock code: 600480); and
(c) Unigroup Guoxin Microelectronics Co., Ltd. (ʮ̡)
(“Unigroup Guoxin ”) since August 2023. Specially, Mr. MA serves as the chairman
of the audit committee of each of Lingyun Industrial and Unigroup Guoxin,
qualified as an accounting professional (ਖ਼ุɛɻ) defined under the Measures
for the Administration of Independent Directors of Listed Companies (
ɪ̹ʮ̡ዹ
) issued by the CSRC. His continuing terms of office or
appointment demonstrated strong endorsement to Mr. MA ’s professional
competence and suitability as an independent non-executive Director. Further, Mr.
MA has been a Certified Public Accountant of China (ࢪࠇsince
September 1999 and has not been disqualified from membership or disciplined by
the Chinese Institute of Certified Public Accountants (՘ึ). This
Incident did not negate Mr. MA ’s professional qualifications under Rule 3.10(2) of
the Listing Rules; and
(v) there were no civil actions or administrative or criminal punishments taken by any
regulatory authority or stock exchange against Mr. MA in respect of the Incident.
The Incident pertains to an isolated historical engagement.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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Based on the due diligence conducted by the Joint Sponsors, nothing has come to the
attention of the Joint Sponsors in relation to the Incident that would reasonably cause the Joint
Sponsors to cast doubt on Mr. MA ’s suitability to serve as a Director under Rules 3.08 and 3.09
of the Listing Rules.
Further information about Mr. W ANG Ruiping
Mr. W ANG was a director appointed by an investor of Shenzhen TYPMAR Wind Energy
Co. Ltd. (ʮ̡)( “ Shenzhen TYPMAR ”), a limited liability
company established in the PRC on December 17, 2009 and primarily focused on R&D,
manufacturing, sales, engineering and services relating to magnetic levitation wind turbine
generator systems. Shenzhen TYPMAR was ordered to cease operation after its business
registration expired in December 2019, as it was insolvent and unable to continue operating
after the founder of Shenzhen TYPMAR passed away, based on Mr. W ANG’s confirmation. Mr.
W ANG was also the chairman of the board of TDR Capital (Tianjin) Fund Management Co.
Ltd. ( ɽ͍ʩ(ݵ)ʮ̡)( “ TDR Fund ”) with a non-executive role, a limited
liability company established in the PRC on September 12, 2007 which did not have any
substantive business operation since its establishment. Its business license was revoked in
November 2012 as a result of failure to conduct annual inspection as required under the
relevant PRC laws and regulations which was assigned to certain specified staff who were
responsible for the relevant company secretarial matters and inadvertently overlooked the
annual inspection of TDR Fund. Mr. W ANG confirmed that (i) TDR Fund was solvent
immediately prior to the revocation of business license; (ii) he was not involved in the daily
operation of Shenzhen TYPMAR and TDR Fund; (iii) there was no dishonest, fraudulent or
wrongful act on his part leading to the cessation of operation of Shenzhen TYPMAR or the
revocation of business license of TDR Fund; (iv) he has not received any notice or sanction by
any relevant government authorities against him imposing any penalty or order for rectification
or alleging that he is personally liable for the cessation of operation of Shenzhen TYPMAR or
the revocation of business license of TDR Fund; (v) he is not aware of any actual or potential
claims which have been or could potentially be made against him as a result of the cessation
of operation of Shenzhen TYPMAR or the revocation of business license of TDR Fund; (vi)
no misconduct or misfeasance had been involved on his part in the cessation of operation of
Shenzhen TYPMAR or the revocation of business license of TDR Fund; and (vii) he has not
received any notice of disqualification by relevant authorities requiring him to cease to act as
director of any PRC companies. Based on the due diligence conducted by the Joint Sponsors,
nothing has come to the attention of the Joint Sponsors in relation to the incidents relating to
Shenzhen TYPMAR and TDR Fund that would reasonably cause the Joint Sponsors to cast
doubt on Mr. W ANG’s suitability to serve as a Director under Rules 3.08 and 3.09 of the
Listing Rules.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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Save as disclosed above, to the best knowledge, information and belief of the Directors
having made all reasonable inquiries, there are no material matters relating to their
appointment as a Director or Supervisor that need to be brought to the attention of our
Shareholders and there is no other information in relation to his or her appointment which is
required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules as of the Latest
Practicable Date.
Save as disclosed above, none of the Directors, Supervisors and senior management held
any other directorships in any other company listed in Hong Kong or overseas during the three
years immediately preceding the date of this prospectus.
Dr. LIANG is the spouse of Dr. ZHANG. Save as disclosed above, none of our Directors,
Supervisors and senior management is related to other Directors, Supervisors and senior
management.
JOINT COMPANY SECRETARIES
Mr. ZHANG Su ( ੵ೤) was appointed as one of the joint company secretaries of our
Company with effect from December 17, 2025. For details of his biography, see “— Senior
Management” above.
Mr. CHUNG Ming Fai (ሾ) was appointed as one of our joint company secretaries
with effect from December 17, 2025.
Mr. CHUNG Ming Fai is a senior vice president of SWCS Corporate Services Group
(Hong Kong) Limited and has over 20 years of experience in corporate secretary, mergers and
acquisitions, financial reporting and auditing. Mr. CHUNG is currently a fellow of the Hong
Kong Institute of Certified Public Accountants and a member of CPA Australia.
Mr. CHUNG obtained his bachelor’s degree in commerce from the Australian National
University in Australia.
BOARD COMMITTEES
Our Company has established four committees under the Board in accordance with the
relevant laws and regulations in mainland China, the Articles and the code of corporate
governance practices under the Listing Rules, including the Audit Committee, the
Remuneration and Appraisal Committee, the Nomination Committee and the Strategy
Committee.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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Audit Committee
We have established an Audit Committee in compliance with Rule 3.21 of the Listing
Rules and the Corporate Governance Code set out in Appendix C1 to the Listing Rules. The
primary duties of the Audit Committee are to review and supervise the financial reporting
process and internal control system of our Group, review and approve connected transactions
and to advise the Board. The Audit Committee comprises three independent non-executive
Directors, namely, Mr. MA Chaosong, Mr. W ANG Ruiping and Dr. YU Xuefeng. Mr. MA
Chaosong is the chairperson of the Audit Committee. He holds the appropriate professional
qualifications as required under Rules 3.10(2) and 3.21 of the Listing Rules.
Remuneration and Appraisal Committee
We have established a Remuneration and Appraisal Committee in compliance with Rule
3.25 of the Listing Rules and the Corporate Governance Code set out in Appendix C1 to the
Listing Rules. The primary duties of the Remuneration and Appraisal Committee are to review
and make recommendations to the Board regarding the terms of remuneration packages,
bonuses and other compensation payable to our Directors and senior management. The
Remuneration and Appraisal Committee comprises one executive Directors and two
independent non-executive Director, namely, Mr. W ANG Ruiping, Dr. LIANG and Dr. YU
Xuefeng. Mr. W ANG Ruiping is the chairperson of the Remuneration and Appraisal
Committee.
Nomination Committee
We have established a Nomination Committee in compliance with Rule 3.27A of the
Listing Rules and the Corporate Governance Code set out in Appendix C1 to the Listing Rules.
The primary duties of the Nomination Committee are to make recommendations to our Board
regarding the appointment of Directors and Board succession. The Nomination Committee
comprises one executive Directors and two independent non-executive Directors, namely, Dr.
YU Xuefeng, Dr. ZHANG and Mr. MA Chaosong. Dr. YU Xuefeng is the chairperson of the
Nomination Committee.
Strategy Committee
We have established the Strategy Committee in compliance with the Article of
Association. The primary duties of the Strategy Committee are to make recommendations to
our Board on the long-term development strategy and major investments and projects of our
Company. The Strategy Committee comprises two executive Director, three non-executive
Directors and one independent non-executive Director, namely Dr. LIANG, Dr. GAN Liming,
Mr. W ANG Ruiping, Mr. LI Dongfang, Dr. QI Fei and Mr. LI Y uhui. Dr. LIANG is the
chairperson of the Strategy Committee.
DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT
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CORPORATE GOVERNANCE CODE
We recognize the importance of incorporating elements of good corporate governance in
our management structure and internal control procedures so as to achieve effective
accountability. Our Company intends to comply with all code provisions in the Part 2 of the
Corporate Governance Code as set out in Appendix C1 to the Listing Rules after the Listing
except for code provision C.2.1 of Part 2 of the Corporate Governance Code, which provides
that the roles of chairman of the board and chief executive should be separate and should not
be performed by the same individual.
The roles of chairman and chief executive officer of our Company are currently
performed by Dr. LIANG. In view of Dr. LIANG’s substantial contribution to our Group since
our establishment and his extensive experience, we consider that having Dr. LIANG acting as
both our chairman and chief executive officer will provide strong and consistent leadership to
our Group and facilitate the efficient execution of our business strategies. We consider it
appropriate and beneficial to our business development and prospects that Dr. LIANG
continues to act as both our chairman and chief executive officer after the Listing, and
therefore currently do not propose to separate the functions of chairman and chief executive
officer. While this would constitute a deviation from code provision C.2.1 of Part 2 of the
Corporate Governance Code, the Board believes that this structure will not impair the balance
of power and authority between the Board and the management of our Company, given that:
(i) there are sufficient checks and balances in the Board, as a decision to be made by our Board
requires approval by at least a majority of our Directors, and our Board comprises three
independent non-executive Directors, which is in compliance with the requirement under the
Listing Rules; (ii) Dr. LIANG and the other Directors are aware of and undertake to fulfill their
fiduciary duties as Directors, which require, among other things, that he acts for the benefit and
in the best interests of our Company and will make decisions for our Group accordingly; and
(iii) the balance of power and authority is ensured by the operations of the Board which
comprises experienced and high caliber individuals who meet regularly to discuss issues
affecting the operations of our Company. Moreover, the overall strategic and other key
business, financial, and operational policies of our Group are made collectively after thorough
discussion at both Board and senior management levels. The Board will continue to review the
effectiveness of the corporate governance structure of our Group in order to assess whether the
separation of the roles of chairman and chief executive officer is necessary.
BOARD DIVERSITY POLICY
Our Board has adopted a board diversity policy (the “ Board Diversity Policy ”) which
sets out the approach to achieve diversity on our Board. Our Company recognizes and
embraces the benefits of having a diverse Board and sees increasing diversity at the Board level
as an essential element in supporting the attainment of our Company’s strategic objectives and
sustainable development. Our Company seeks to achieve Board diversity through the
consideration of a number of factors, including but not limited to talent, skills, gender, age,
cultural and educational background, ethnicity, professional experience, independence,
knowledge and length of service. We will select potential Board candidates based on merit and
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their potential contribution to our Board while taking into consideration our own business
model and specific needs from time to time. All Board appointments will be based on
meritocracy and candidates will be considered against objective criteria, having due regard to
the benefits of diversity on our Board.
Our Board has a balanced mix of knowledge, skills and experience. They completed
studies in various majors including but without limitation to: (i) zoology, animal physiology,
entomology, biology, microbiology, physiological mycology, molecular cell biology, medicine,
clinical physiology, cardiovascular research and public health, all falling under the field of
medical and life sciences; (ii) finance, applied finance, accounting, electronic commerce, and
business administration, all falling under the field of finance and business; and (iii) economics.
We have three independent non-executive Directors who have different industry backgrounds.
Furthermore, our Directors are of a wide range of age, from 37 to 62 years old. Taking into
account our business model and specific needs as well as the presence of one female Director
out of a total of nine Board members, we consider that the composition of our Board satisfies
our Board Diversity Policy.
We recognize the particular importance of gender diversity on our Board. We have taken
and will continue to take steps to promote and enhance gender diversity at all levels of our
Company, including but without limitation at our Board and senior management levels. Our
Board Diversity Policy provides that our Board shall take opportunities when selecting and
making recommendations on suitable candidates for Board appointments with the aim of
increasing the proportion of female members over time after Listing. In particular, taking into
account the business needs of our Group and changing circumstances that may affect our
business plans, we will actively identify and select several female individuals with a diverse
range of skills, experience and knowledge in different fields from time to time, and maintain
a list of such female individuals who possess qualities to become our Board members, which
will be periodically reviewed by our Nomination Committee in order to develop a pipeline of
potential successors to our Board and promote gender diversity. Additionally, female
representatives of our investors are also considered as potential candidates for Board
appointments. We will also ensure that there is gender diversity when recruiting staff at the
mid- to senior- levels so that we have a pipeline of female senior management and potential
successors to our Board going forward. We plan to offer well-rounded trainings to female
employees whom we consider have the requisite experience, skills and knowledge of our
operation and business, on topics including but not limited to business operation, management,
accounting and finance, and legal compliance. We are of the view that such strategies will
provide our Board with ample opportunities to identify capable female employees to be
nominated as Directors in the future, fulfilling our aim to develop a pipeline of female
candidates to achieve greater gender diversity in our Board in the long run. We believe that
such a merit-based selection process with reference to our diversity policy and the nature of our
business will be in the best interests of our Company and our Shareholders as a whole. It is our
objective to maintain an appropriate balance of gender diversity with reference to the
stakeholders’ expectations and international and local recommended best practices.
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Our Nomination Committee is responsible for ensuring the diversity of our Board
members. After Listing, our Nomination Committee will review our Board Diversity Policy
and its implementation annually to monitor its continued effectiveness and we will disclose the
implementation of our Board Diversity Policy, including any measurable objectives set for
implementing the Board Diversity Policy and the progress on achieving these objectives, in our
corporate governance report on an annual basis.
COMPLIANCE ADVISOR
We have appointed Soochow Securities International Capital Limited as our Compliance
Advisor pursuant to Rule 3A.19 of the Listing Rules. Our Compliance Advisor will provide us
with guidance and advice as to compliance with the Listing Rules and applicable Hong Kong
laws. Pursuant to Rule 3A.23 of the Listing Rules, our Compliance Advisor will advise our
Company in certain circumstances including:
(i) before the publication of any regulatory announcement, circular, or financial report;
(ii) where a transaction, which might be a notifiable or connected transaction, is
contemplated, including share issues and share repurchases;
(iii) where we propose to use the proceeds of the Global Offering in a manner different
from that detailed in this prospectus or where the business activities, development
or results of our Group deviate from any forecast, estimate or other information in
this prospectus; and
(iv) where the Stock Exchange makes an inquiry to our Company in accordance with
Rule 13.10 of the Listing Rules.
Pursuant to Rule 3A.24 of the Listing Rules, the Compliance Advisor will, on a timely
basis, inform our Company of any amendment or supplement to the Listing Rules that are
announced by the Stock Exchange. The Compliance Advisor will also inform our Company of
any new or amended law, regulation or code in Hong Kong applicable to us, and advise us on
the applicable requirements under the Listing Rules and laws and regulations.
The term of appointment of our Compliance Advisor shall commence on the Listing Date
and is expected to end on the date on which we comply with Rule 13.46 of the Listing Rules
in respect of our financial results for the first full financial year commencing after the Listing
Date.
KEY TERMS OF EMPLOYMENT CONTRACTS
We normally enter into employment contracts, non-competition agreements and
confidentiality agreements with our senior management members and other key personnel.
Below sets forth the key terms of these contracts we enter into with our senior management and
other key personnel.
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Non-competition
Within two years from the date of the employee’s departure (the “ Non-competing
Period ”) and during the course of employment by our Group, he/she shall not, among others,
directly or indirectly engage in any business that competes with the Group. In addition, the
employee shall not work for any other entities that may compete with our Group (the
“Competitors ”) nor provide any financial assistance or advice that may potentially confer
competitive benefits or advantages to the Competitors during the Non-competing Period (the
“Non-competing Requirement” ). We will notify the employee in written if the Non-
competing Requirement is applicable to him/her. If applicable, we will pay monthly
compensation to the relevant employee during the Non-competing Period.
Confidentiality
The employee shall keep in confidence and shall not disclose our trade secrets, including
but not limited to our technical information, operational information in confidence, other
information that is deemed as confidential by our Group or our business partners and should
be kept in confidence by our Group, and other information, that is disclosed to or obtained by
the employee directly or indirectly from our Company or other members of our Group until the
date when the information is declared non-confidential or until the business secret is
effectively disclosed to the public.
Service Invention
The intellectual property rights in any invention, work or non-patent technical result that
is (i) resulted from performing employee duties or (ii) developed mainly using our material,
technologies and information or connected in any way with research, development, clinical or
other business activities of the Group shall belong to us.
REMUNERATION OF DIRECTORS, SUPERVISORS AND FIVE HIGHEST PAID
INDIVIDUALS
The Directors, Supervisors and senior management members who receive remuneration
from the Company are paid in forms of fees, salaries, bonuses, allowances, benefits in kind,
pension scheme contributions and share-based payments. When reviewing and determining the
specific remuneration packages for our Directors, Supervisors and members of the senior
management of our Company, the Shareholders’ meetings and the Board of Directors take into
account factors such as salaries paid by comparable companies, time commitment, level of
responsibilities, employment elsewhere in our Group and desirability of performance-based
remuneration. As required by the relevant PRC laws and regulations, our Company also
participates in various defined contribution plans organized by relevant provincial and
municipal government authorities and welfare schemes for employees of our Company,
including medical insurance, injury insurance, unemployment insurance, pension insurance,
maternity insurance and housing provident fund.
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For the years ended December 31, 2023 and 2024 and the six months ended June 30,
2025, the total amount of remuneration (including fees, salaries, bonuses, allowances, pension
scheme contributions and share-based payment expenses) and other benefits in kind (if
applicable) paid to our Directors were RMB20.4 million, RMB15.8 million and RMB7.8
million, respectively.
For the years ended December 31, 2023 and 2024 and the six months ended June 30,
2025, the total amount of remuneration (including fees, salaries, bonuses, allowances, pension
scheme contributions and share-based payment expenses) and other benefits in kind (if
applicable) paid to our Supervisors were RMB1.5 million, RMB1.2 million and RMB0.5
million, respectively.
According to existing effective arrangements, we estimate the total remuneration before
taxation to be accrued to our Directors and Supervisors in kind for their service for the year
ending December 31, 2025 to be approximately RMB18.6 million. The actual remuneration of
our Directors and Supervisors in 2025 may be different from the expected remuneration.
For the years ended December 31, 2023 and 2024 and the six months ended June 30,
2025, there were two Directors among the five highest paid individuals each year. For the years
ended December 31, 2023 and 2024 and the six months ended June 30, 2025, the total
emoluments paid to the five highest paid individuals (excluding Directors) by us amounted to
RMB14.1 million, RMB8.1 million and RMB6.1 million, respectively.
During the Track Record Period, no remuneration was paid by our Company to, or
receivable by, our Directors, Supervisors or the five highest paid individuals as an inducement
to join or upon joining our Company or as compensation for loss of office in connection with
the management positions of our Company or any of our subsidiaries.
During the Track Record Period, none of our Directors or Supervisors waived any
remuneration. Save as disclosed above, during the Track Record Period, no other amounts shall
be paid or payable by us or any of our subsidiaries to our Directors, Supervisors or the five
highest paid individuals.
EMPLOYEE INCENTIVE SCHEMES
Please see “Appendix VII — Statutory and General Information — D. Share Incentive
Schemes” for details.
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CONFIRMATIONS FROM OUR DIRECTORS
Rule 8.10 of the Listing Rules
Each of our Directors confirms that as of the Latest Practicable Date, he or she did not
have any interest in a business which competes or is likely to compete, directly or indirectly,
with our business and requires disclosure under Rule 8.10 of the Listing Rules.
From time to time our non-executive Directors may serve on the boards of both private
and public companies within the broader healthcare and biopharmaceutical industries.
However, as these non-executive Directors are not members of our executive management
team, we do not believe that their interests in such companies as directors would render us
incapable of carrying on our business independently from the other companies in which these
non-executive Directors may hold directorships from time to time.
Rule 3.09D of the Listing Rules
Each of our Directors confirms that he or she (i) has obtained the legal advice referred
to under Rule 3.09D of the Listing Rules on March 12, 2025, and (ii) understands his or her
obligations as a director of a listed issuer under the Listing Rules.
Rule 3.13 of the Listing Rules
Each of the independent non-executive Directors has confirmed (i) his or her
independence as regards each of the factors referred to in Rules 3.13(1) to (8) of the Listing
Rules, (ii) he or she have no past or present financial or other interest in the business of our
Company or its subsidiaries or any connection with any core connected person of our Company
under the Listing Rules as of the Latest Practicable Date, and (iii) that there are no other factors
that may affect his or her independence at the time of his/her appointments.
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You should read the following discussion and analysis in conjunction with our
consolidated financial information, including the notes thereto, included in the
Accountant’ s Report set out in Appendix I to this prospectus. Our consolidated financial
information has been prepared in accordance with International Financial Reporting
Standards (“ IFRSs ”), which may differ in material aspects from generally accepted
accounting principles in other jurisdictions.
The following discussion and analysis contain forward-looking statements that
reflect our current views with respect to future events and financial performance that
involve risks and uncertainties. These statements are based on assumptions and analysis
made by us in light of our experience and perception of historical events, current
conditions and expected future developments, as well as other factors we believe are
appropriate under the circumstances. However , our actual performance may differ
materially from those anticipated in these forward-looking statements, as a result of
various risks and uncertainties over which we do not have full control. For details, see
“Risk Factors” and “Forward-Looking Statements” in this prospectus.
OVERVIEW
We are a biopharmaceutical company engaged in oligonucleotide research and
development, with a focus on siRNA therapeutics. We have one Core Product, RBD4059
(FXI-targeting siRNA), targeting thrombotic diseases, among a pipeline of seven in-house
discovered drug assets in clinical trials for seven indications across cardiovascular, metabolic,
renal and liver diseases, including four in phase 2 clinical trials. Beyond our clinical pipeline,
we maintain over 20 preclinical programs that we aim to advance into clinical development. We
have secured two collaborations with Boehringer Ingelheim and Qilu Pharmaceutical,
respectively, with over US$2.0 billion in total deal value: we are collaborating with world-class
scientists through a partnership with Boehringer Ingelheim to develop novel siRNA therapies
for MASH using our RiboGalSTAR
TM technology, and with Qilu Pharmaceutical for
RBD7022.
We had not generated any revenue from the sales of commercialized products as of the
Latest Practicable Date, and we continue to incur significant research and development
expenses and other expenses related to our ongoing operations. As a result, we have incurred
significant net losses since our inception. For the years ended December 31, 2023 and 2024 and
the six months ended June 30, 2024 and 2025, our net losses were RMB437.3 million,
RMB281.5 million, RMB141.6 million and RMB97.8 million, respectively. We anticipate
incurring substantial expenses over the next several years as we advance our preclinical
research and clinical development plans. Following the Listing, our financial performance may
fluctuate from period to period due to, among other factors, the development status of our drug
candidates, and regulatory approval timeline.
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BASIS OF PREPARATION
Our historical financial information has been prepared in accordance with IFRSs, which
comprise all standards and interpretations approved by the International Accounting Standards
Board (“ IASB ”). All IFRSs effective for the accounting period commencing from January 1,
2024, together with the relevant transitional provisions, have been early adopted by us in the
preparation of our historical financial information throughout the Track Record Period. Our
historical financial information has been prepared under the historical cost convention except
for certain financial instruments which have been measured at fair value.
KEY FACTORS AFFECTING OUR RESULTS OF OPERATIONS
We believe that the most significant factors affecting our results of operations and
financial condition include the following:
Our Ability to Successfully Develop and Commercialize Our Drug Candidates
The success of our business and results of operation depends on our ability to advance our
drug development programs, demonstrate satisfactory safety and efficacy in clinical trials,
obtain the necessary regulatory approvals, and launch our products in our target markets as
planned. To date, we have established a robust pipelines of siRNA drugs, with seven in-house
discovered drug assets in clinical trials for seven indications across cardiovascular, metabolic,
renal and liver diseases, including one Core Product, RBD4059 (FXI-targeting siRNA) and
three other siRNA assets in phase 2 clinical trials. See “Business — Our Pipeline” for more
details. After one or more of our drug candidates are commercialized, our business and results
of operations will depend on the market acceptance and sales of our commercialized drugs. See
“Risk Factors — Risks Relating to the Development of Our Drug Candidates — Our business
and prospects depend substantially on the success of our drug candidates, most of which
(including our Core Product) have not yet advanced to late-stage clinical trials and whose
efficacy and potential side effects have not been fully evaluated. If we are unable to
successfully complete clinical development, obtain regulatory approvals or achieve
commercialization for our drug candidates, or if we experience significant delays or cost
overruns in doing any of the foregoing, our business and prospects could be materially and
adversely affected” for details.
Our Existing and Future Collaboration Arrangements
Our results of operations have been, and may continue to be, affected by our collaboration
arrangements with business partners. During the Track Record Period, we entered into several
license and collaboration agreements, including those with Boehringer Ingelheim and Qilu
Pharmaceutical. These collaborations enable us to maximize the global value of our drug
candidates and technology platforms while providing financial capital support to advance our
other pipeline assets and foster sustainable long-term growth. See “Business — Licensing and
Collaboration Arrangements” for details.
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For the year ended December 31, 2024 and the six months ended June 30, 2024 and 2025,
we generated revenue of RMB142.6 million, RMB66.3 million and RMB103.8 million,
respectively, a substantial portion of which was attributable to our license and collaboration
agreements. Subject to terms and conditions of these agreements, we are entitled to receive
additional payments upon achieving certain development, regulatory, and commercial
milestones. Upon our drug candidates’ commercialization, we may also become eligible to
receive royalties on net sales of the relevant products. The timing and amounts of milestone
payments and royalties vary across agreements and are contingent upon the achievement of
specific milestones and conditions. Moreover, building on the success of our existing licensing
and collaboration partnerships, we may pursue new partnerships and collaborations aligned
with our development strategies. These factors will influence, and may result in fluctuations in,
our revenue, profit and results of operations from period to period.
Our Cost Structure
Our results of operations are significantly affected by our cost structure, which primarily
consisted of research and development expenses and administrative expenses during the Track
Record Period.
Research and development expenses have been the largest component in our cost
structure. For the years ended December 31, 2023 and 2024 and the six months ended June 30,
2024 and 2025, our research and development expenses were RMB315.8 million, RMB280.4
million, RMB134.8 million and RMB129.1 million, respectively, which accounted for 79.5%,
75.0%, 77.1% and 71.0% of our total operating expenses (which equals the sum of research and
development expenses, administrative expenses and selling and distribution expenses),
respectively. For the years ended December 31, 2023 and 2024 and the six months ended June
30, 2024 and 2025, research and development expenses incurred for our Core Product were
RMB60.2 million, RMB34.5 million, RMB16.9 million and RMB33.4 million, respectively,
which accounted for (i) 19.1%, 12.3%, 12.5% and 25.9% of our total research and development
expenses, and (ii) 15.2%, 9.2%, 9.7% and 18.4% of our operating expenses (which equals the
sum of research and development expenses, administrative expenses and selling and
distribution expenses), for the respective years/periods. During the Track Record Period, the
aggregate research and development expenses we incurred for the Core Product amounted to
RMB128.1 million, representing 17.7% of our total research and development expenses during
the same period, which constituted the largest proportion among all our pipeline candidates and
demonstrates our primary engagement in R&D for the purpose of developing the Core Product
in accordance with Chapter 2.3 of the Guide for New Listing Applicants.
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The decrease in research and development expenses incurred for our Core Product in 2024
compared to 2023 reflects natural variability in R&D spending in the clinical development
process, especially as RBD4059 transitioned between phase 1 and phase 2a trials. During the
second and third quarters of 2024, we focused on completing RBD4059’s phase 1 trial (with
the last patient enrolled in April 2024) while preparing for the phase 2a trial, including
engaging in ongoing communications with the EMA to finalize the phase 2a trial protocol,
obtaining regulatory approval, and conducting preparatory work prior to trial commencement.
This trial transition led to slower patient enrollment and consequently reduced research and
development expenses during the same period. The increase in research and development
expenses incurred for our Core Product for the six months ended June 30, 2025 compared to
the six months in June 30, 2024 primarily resulted from the accelerated advancement of
RBD4059’s phase 2a trial, with 15 patients enrolled in the first half of 2025 — almost double
the enrollment in the same period of 2024. Research and development expenses for RBD4059
are anticipated to rise and represent a larger share of our total R&D spending in the foreseeable
future, as the Core Product progresses into more advanced clinical phases. Going forward, we
expect to continue to incur significant research and development expenses as we advance our
candidates towards commercialization or into the clinical stage.
Our administrative expenses, which primarily consisted of staff costs and professional
services expenses, amounted to RMB81.1 million and RMB92.5 million, RMB39.5 million and
RMB52.1 million for the years ended December 31, 2023 and 2024 and the six months ended
June 30, 2024 and 2025, respectively.
Going forward, our cost structure is expected to evolve as we continue to advance the
development of our drug candidates. As these drug candidates progress through studies,
clinical trials, and move closer to commercialization, we anticipate incurring additional
expenses related to research and development, sales and marketing, and regulatory affairs,
among other activities. Furthermore, we may also face increased expenses for legal,
compliance, accounting, insurance, and investor and public relations activities associated with
being a publicly listed company in Hong Kong.
Funding for Our Operations
During the Track Record Period, we funded our operations primarily through equity and
debt financing, as well as revenue from our licensing and collaboration arrangements. We
expect to continue to require significant funding for our R&D activities and daily operations
going forward. We plan to fund our business operation and capital expenditure with our
existing cash and bank balances, income from our license and collaboration agreements, net
proceeds from the Global Offering, and bank borrowings. We may also further require funding
from equity or debt financing or other resources. Changes in our ability to fund our operations
may affect our cash flow and results of operations. See also “Risk Factors — Risks Relating
to Our Financial Position and Need for Additional Capital — We may need to obtain substantial
additional financing to fund our operations and expansion, and if we fail to do so, we may be
unable to complete the development and commercialization of our drug candidates.”
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MATERIAL ACCOUNTING POLICIES AND SIGNIFICANT ACCOUNTING
JUDGMENTS AND ESTIMATES
The preparation of our historical financial information requires our management to make
judgments, estimates and assumptions that affect the reported amounts of revenues, expenses,
assets and liabilities, and their accompanying disclosures, and the disclosure of contingent
liabilities. Such judgments, estimates and assumptions are continually evaluated and are based
on historical experience and various other factors, including expectations of future events, that
are believed to be reasonable under the circumstances, from which our actual results may
differ.
Set out below are material accounting policies, judgements and estimates which we
believe are most important for understanding our results of operations and financial condition.
See notes 2.3 and 3 to the Accountants’ Report set out in Appendix I to this prospectus for a
detailed description of our material accounting policies, judgments and estimates.
Revenue Recognition
Revenue from Contracts with Customers
Revenue from contracts with customers is recognized when control of goods or services
is transferred to the customers at an amount that reflects the consideration to which the Group
expects to be entitled in exchange for those goods or services.
When the consideration in a contract includes a variable amount, the amount of
consideration is estimated to which we will be entitled in exchange for transferring the goods
or services to the customer. The variable consideration is estimated at contract inception and
constrained until it is highly probable that a significant revenue reversal in the amount of
cumulative revenue recognized will not occur when the associated uncertainty with the variable
consideration is subsequently resolved.
Collaboration Revenue
In determining the appropriate amount of revenue to be recognized as we fulfill our
obligations under each of the collaboration agreements, our management perform the five-step
model under IFRS 15. The collaboration arrangements may contain more than one unit of
account, or performance obligation, including grants of licenses to intellectual property rights
(the “Licenses”), agreements to provide research and development services and other
deliverables. As part of the accounting for these arrangements, we must develop assumptions
that require judgment to determine the stand-alone selling price for each performance
obligation identified in the contract. The collaborative arrangements typically do not include
a right of return for any deliverable. In general, the consideration allocated to each
performance obligation is recognized when the obligation is satisfied either by delivering a
good or rendering a service, limited to the consideration that is not constrained. Non-
refundable payments received before all of the relevant criteria for revenue recognition are
satisfied are recorded as contract liabilities.
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Product Revenue
Revenue from products is recognized when control of products is transferred, being when
the products are delivered to the customers, and the customers have accepted the products in
accordance with the sales contracts, or we have objective evidence that all criteria for
acceptance have been satisfied.
Research and Development Services
The portion of the transaction price allocated to research and development service
performance obligations is deferred and recognized as collaboration revenue at the point in
time when the research and development services are completed and confirmed by customers.
Licensing-out of Intellectual Property
Upfront non-refundable payments for licensing our intellectual property is evaluated to
determine if they are distinct from the other performance obligations identified in the
arrangements. For the licenses determined to be distinct, we recognize revenues from
non-refundable up-front fees allocated to the licenses at a point in time, when the licenses are
transferred to the licensee and the licensee is able to use and benefit from the licenses.
Royalties
For arrangements that include sales-based royalties, including milestone payments based
on the level of sales and the licenses that are deemed to be the predominant items to which the
royalties relate, we recognize revenue at the later of (i) when the related sales occur, and (ii)
when the performance obligation to which some or all of the royalties have been allocated is
satisfied (or partially satisfied).
Other Income
Interest income is recognized on an accrual basis using the effective interest method by
applying the rate that exactly discounts the estimated future cash receipts over the expected life
of the financial instrument or a shorter period, when appropriate, to the net carrying amount
of the financial asset.
Contract Liabilities
A contract liability is recognized when a payment is received, or a payment is due
(whichever is earlier) from a customer before we transfer the related goods or services.
Contract liabilities are recognized as revenue when we perform under the contract (i.e.,
transfers control of the related goods or services to the customer).
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Research and Development Expenses and Costs
All research and development expenses are charged to profit or loss as incurred.
Expenditure incurred on projects to develop new products is capitalized and deferred only
when we can demonstrate the technical feasibility of completing the intangible asset so that it
will be available for use or sale, our intention to complete and our ability to use or sell the
asset, how the asset will generate future economic benefits, the availability of resources to
complete the project and the ability to measure reliably the expenditure during the
development. Product development expenditure which does not meet these criteria is expensed
when incurred.
Intangible Assets (Patents and Know-how)
Intangible assets acquired separately are measured on initial recognition at cost. The cost
of intangible assets acquired in a business combination is the fair value at the date of
acquisition. The useful lives of intangible assets are assessed to be either finite or indefinite.
Intangible assets with finite lives are subsequently amortized over the useful economic life and
assessed for impairment whenever there is an indication that the intangible asset may be
impaired. The amortization period and the amortization method for an intangible asset with a
finite useful life are reviewed at least at each financial year end.
Government Grants
Government grants are recognized at their fair value where there is reasonable assurance
that the grant will be received, and all attaching conditions will be complied with. When the
grant relates to an expense item, it is recognized as income on a systematic basis over the
periods that the costs, for which it is intended to compensate, are expensed.
Where the grant relates to an asset, the fair value is credited to a deferred income account
and is released to the statement of profit or loss over the expected useful life of the relevant
asset by equal annual instalments or deducted from the carrying amount of the asset and
released to the statement of profit or loss by way of a reduced depreciation charge.
Share-based Payments
We operate an award interests arrangement for the purpose of providing incentives and
rewards to eligible participants who contribute to the success of our operations. Our employees
(including directors) receive remuneration in the form of share-based payments, whereby
employees render services as consideration for equity instruments (“ equity-settled
transactions ”).
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The cost of equity-settled transactions with employees for share grants is measured by
reference to the fair value at the date at which they are granted. The fair value is determined
by an external valuer using a binomial model or based on the transaction prices observed in
third-party transactions during the nearest period. Further details are given in note 29 to the
Accountants’ Report set out in Appendix I to this prospectus.
The cost of equity-settled transactions with employees is recognized in employee benefit
expense, together with a corresponding increase in equity, over the period in which the
performance and/or service conditions are fulfilled. The cumulative expense recognized for
equity-settled transactions at the end of each year/period of the Track Record Period until the
vesting date reflects the extent to which the vesting period has expired and our best estimate
of the number of equity instruments that will ultimately vest. The charge or credit to profit or
loss for a period represents the movement in the cumulative expense recognized as at the
beginning and end of that period.
Service and non-market performance conditions are not taken into account when
determining the grant date fair value of awards, but the likelihood of the conditions being met
is assessed as part of our best estimate of the number of equity instruments that will ultimately
vest. Market performance conditions are reflected within the grant date fair value. Any other
conditions attached to an award, but without an associated service requirement, are considered
to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award
and lead to an immediate expensing of an award unless there are also service and/or
performance conditions.
For awards that do not ultimately vest because non-market performance and/or service
conditions have not been met, no expense is recognized. Where grants include a market or
non-vesting condition, the transactions are treated as vesting irrespective of whether the market
or non-vesting condition is satisfied, provided that all other performance and/or service
conditions are satisfied.
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DESCRIPTION OF SELECTED COMPONENTS OF THE CONSOLIDATED
STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
The following table sets forth a summary of our consolidated statements of profit or loss
and other comprehensive income for the periods indicated. Our historical results presented
below are not necessarily indicative of the results that may be expected for any future period.
For the year ended
December 31,
For the six months ended
June 30,
2023 2024 2024 2025
(RMB’000) (RMB’000) (RMB’000) (RMB’000)
(unaudited)
Revenues /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844 142,627 66,305 103,813
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(24) (11,903) (2,110) (6,591)
Gross Profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 130,724 64,195 97,222
Other income and gains /H1118/H1118/H1118/H1118/H1118/H111831,066 21,686 3,548 7,209
Research and development
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(315,763) (280,370) (134,775) (129,142)
Selling and distribution
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(339) (979) (555) (565)
Administrative expenses /H1118/H1118/H1118/H1118/H1118/H1118(81,113) (92,506) (39,510) (52,058)
Impairment losses on credit, net /H1118 (284) (82) 136 141
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(51,521) (15,122) (4,263) (6,431)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(19,190) (20,398) (10,185) (10,243)
Share of losses of a joint
venture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(24) – – –
Loss before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(437,148) (257,047) (121,409) (93,867)
Income tax expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(148) (24,445) (20,162) (3,898)
Loss for the year/period /H1118/H1118/H1118/H1118/H1118(437,296) (281,492) (141,571) (97,765)
Other comprehensive income:
Other comprehensive income
that may be reclassified to
profit or loss in subsequent
periods:
Exchange differences arising
on translation of foreign
operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,734 (3,546) (1,826) 2,259
Other comprehensive income
for the year/period,
net of tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,734 (3,546) (1,826) 2,259
Total comprehensive income
for the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(434,562) (285,038) (143,397) (95,506)
Attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118(425,897) (273,175) (139,060) (86,741)
Non-controlling interests /H1118/H1118/H1118/H1118(8,665) (11,863) (4,337) (8,765)
FINANCIAL INFORMATION
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Revenue
During the Track Record Period, our revenue was primarily from our licensing and
collaboration arrangements. See “Business — Licensing and Collaboration Arrangements” for
details. The following table sets forth a breakdown of our revenue in absolute amounts and as
percentages of the total revenue for the periods indicated.
For the year ended December 31, For the six months ended June 30,
2023 2024 2024 2025
(RMB’000) % (RMB’000) % (RMB’000) % (RMB’000) %
(unaudited)
Collaboration revenue (1) /H1118/H1118/H1118 – – 134,069 94.0 63,522 95.8 101,326 97.6
– IP licensing (2) /H1118/H1118/H1118/H1118/H1118/H1118– – 95,598 67.0 63,522 95.8 60,449 58.2
Upfront payments /H1118/H1118 – – 95,598 67.0 63,522 95.8 32,147 31.0
Milestone payments /H1118 – – – – – – 28,302 27.2
– Provision of R&D
services (3) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 38,471 27.0 – – 40,877 39.4
Others (4) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844 100.0 8,558 6.0 2,783 4.2 2,487 2.4
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844 100.0 142,627 100.0 66,305 100.0 103,813 100.0
Notes:
(1) During the Track Record Period, all our collaboration revenue was primarily derived from the upfront
and milestone payments we received pursuant to our license and collaboration agreements with
Boehringer Ingelheim and Qilu Pharmaceutical.
(2) IP licensing revenue refers to income derived from granting collaborators the rights to develop,
manufacture and commercialize a specific pipeline product in a defined territory. During the Track
Record Period, our IP licensing revenue consisted of income from upfront payments and milestone
payments.
(3) Revenue from the provision of R&D services refers to arrangements under which we perform R&D
activities for a collaborator in accordance with the terms of the relevant agreement. During the Track
Record Period, our revenue from the provision of R&D services was primarily derived from SR111, one
of the candidate compounds developed under our collaboration with Boehringer Ingelheim.
(4) Primarily representing revenue generated from (i) the supply of drug molecules to Qilu Pharmaceutical
for R&D use in connection with the development of RBD7022, including toxicology batch active
pharmaceutical ingredient (“API”) samples, reference standards, clinical batch formulated products and
ADA antibody samples to support toxicology studies and phase 2 clinical trials, as well as small
quantities of intermediates to support process transfer and small-scale API production. Since these
supplies were not provided as part of the RBD7022 License and Collaboration Agreement, the revenue
generated from them was not recognized as collaboration revenue; and (ii) sales of our in-house
produced phosphoramidite and nucleoside products, the key components in the synthesis of nucleotide
strands. Customers for our phosphoramidite and nucleoside products were primarily PRC-based
enterprises, including CDMO service providers engaged in innovative drug R&D, oligonucleotide drug
developers and manufacturers, and other bio pharmaceutical companies.
FINANCIAL INFORMATION
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Cost of Sales
During the Track Record Period, our cost of sales was primarily related to the R&D
activities we conducted in accordance with our out-license and collaboration agreements
pursuant to which we provide R&D support to collaboration partners. The following table sets
forth a breakdown of our cost of sales for the periods indicated.
For the year ended December 31, For the six months ended June 30,
2023 2024 2024 2025
(RMB’000) % (RMB’000) % (RMB’000) % (RMB’000) %
(unaudited)
Cost of sales related to
collaboration /H1118/H1118/H1118/H1118/H1118/H1118– – 6,471 54.4 – – 4,825 73.2
– IP licensing /H1118/H1118/H1118/H1118/H1118/H1118–– –– –– ––
– Provision of R&D
services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 6,471 54.4 – – 4,825 73.2
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 100.0 5,432 45.6 2,110 100.0 1,766 26.8
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 100.0 11,903 100.0 2,110 100.0 6,591 100.0
Gross Profit and Gross Profit Margin
For the years ended December 31, 2023 and 2024 and the six months ended June 30, 2024
and 2025, our gross profit was RMB20.0 thousand, RMB130.7 million, RMB64.2 million and
RMB97.2 million, respectively. For the same periods, our gross profit margin was 45.5%,
91.7%, 96.8% and 93.7%, respectively. The following table sets forth a breakdown of our gross
profit and gross profit margin for the periods indicated.
For the year ended December 31, For the six months ended June 30,
2023 2024 2024 2025
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
Gross
Profit
Gross
Profit
Margin
(RMB’000) % (RMB’000) % (RMB’000) % (RMB’000) %
(unaudited)
Gross profit from
collaboration /H1118/H1118/H1118/H1118/H1118/H1118– – 127,598 95.2 63,522 100.0 96,501 95.2
– IP licensing /H1118/H1118/H1118/H1118/H1118/H1118– – 95,598 100.0 63,522 100.0 60,449 100.0
– Provision of R&D
services /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 32,000 83.2 – – 36,052 88.2
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 45.5 3,126 36.5 673 24.2 721 29.0
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 45.5 130,724 91.7 64,195 96.8 97,222 93.7
FINANCIAL INFORMATION
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Other Income and Gains
During the Track Record Period, our other income and gains primarily consisted of (i)
government grants, primarily representing subsidies received from the local governments for
the purpose of compensating expenses incurred on research and development activities and
construction of manufacturing facilities, and (ii) bank interest income. The following table sets
forth a breakdown of our other income and gains in absolute amounts and as percentages of the
total other income and gains for the periods indicated.
For the year ended December 31, For the six months ended June 30,
2023 2024 2024 2025
(RMB’000) % (RMB’000) % (RMB’000) % (RMB’000) %
(unaudited)
Other income
Government grants /H1118/H1118/H1118/H111825,522 82.1 16,800 77.4 1,747 49.2 6,872 95.3
Bank interest income /H1118/H1118/H11184,911 15.8 2,516 11.6 1,163 32.8 337 4.7
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118210 0.7 17 0.1 1 0.0 – –
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,643 98.6 19,333 89.1 2,911 82.0 7,209 100.0
Gains
Foreign exchange
differences, net /H1118/H1118/H1118/H1118/H1118181 0.6 2,353 10.9 637 18.0 – –
Gains on disposal of a
joint venture /H1118/H1118/H1118/H1118/H1118/H1118242 0.8 – – – – – –
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118423 1.4 2,353 10.9 637 18.0 – –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,066 100.0 21,686 100.0 3,548 100.0 7,209 100.0
FINANCIAL INFORMATION
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Research and Development Expenses
During the Track Record Period, our research and development expenses primarily
consisted of (i) staff costs, including wages, bonus, social insurance and other welfare, (ii)
clinical trial and technical service expenses, primarily representing CRO and CDMO service
fees, (iii) depreciation and amortization, and (iv) reagents and consumables. The following
table sets forth a breakdown of our research and development expenses in absolute amounts
and as percentages of the total research and development expenses for the periods indicated.
For the year ended December 31, For the six months ended June 30,
2023 2024 2024 2025
(RMB’000) % (RMB’000) % (RMB’000) % (RMB’000) %
(unaudited)
Staff costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118120,047 38.0 128,060 45.7 64,964 48.2 65,701 50.9
Clinical trial and
technical service
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111895,656 30.3 66,882 23.9 25,941 19.2 26,942 20.9
Depreciation and
amortization /H1118/H1118/H1118/H1118/H1118/H1118/H111838,789 12.3 34,325 12.2 17,387 12.9 16,672 12.9
Reagents and
consumables /H1118/H1118/H1118/H1118/H1118/H111829,901 9.5 26,932 9.6 10,593 7.9 8,837 6.8
Share-based
compensation /H1118/H1118/H1118/H1118/H1118/H111816,108 5.1 7,910 2.8 7,910 5.9 5,690 4.4
Patent advisory fee /H1118/H1118/H1118/H11182,517 0.8 6,239 2.2 4,047 3.0 1,672 1.3
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,745 4.0 10,022 3.6 3,933 2.9 3,628 2.8
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118315,763 100.0 280,370 100.0 134,775 100.0 129,142 100.0
For the years ended December 31, 2023 and 2024 and the six months ended June 30, 2024
and 2025, we incurred research and development expenses of RMB60.2 million, RMB34.5
million, RMB16.9 million and RMB33.4 million in relation to our Core Product, respectively.
We incurred research and development expenses of RMB110.8 million, RMB73.4 million,
RMB32.4 million and RMB34.5 million in relation to our two clinical-stage products
RBD5044 and RBD1016 in the respective years/periods.
FINANCIAL INFORMATION
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--- page 445 ---
Selling and Distribution Expenses
During the Track Record Period, our selling and distribution expenses primarily consisted
of staff costs. The following table sets forth a breakdown of our selling and distribution
expenses in absolute amounts and as percentages of the total selling and distribution expenses
for the periods indicated.
For the year ended December 31, For the six months ended June 30,
2023 2024 2024 2025
(RMB’000) % (RMB’000) % (RMB’000) % (RMB’000) %
(unaudited)
Staff costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118247 72.9 543 55.5 273 49.2 274 48.5
Others (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111892 27.1 436 44.5 282 50.8 291 51.5
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118339 100.0 979 100.0 555 100.0 565 100.0
Note:
(1) Primarily including expenses for participation in exhibitions.
Administrative Expenses
During the Track Record Period, our administrative expenses primarily consisted of (i)
staff costs, including wages, bonus, social insurance and other welfare, (ii) professional
services expenses, primarily in relation to our equity financing and business collaboration
activities, (iii) Listing expenses, (iv) office expenses, travel expenses and other administrative
costs, including IT expenses, property management fees, conference and hospitality expenses,
and business taxes and surcharges, and (v) depreciation and amortization. The following table
sets forth a breakdown of our administrative expenses in absolute amounts and as percentages
of the total administrative expenses for the periods indicated.
For the year ended December 31, For the six months ended June 30,
2023 2024 2024 2025
(RMB’000) % (RMB’000) % (RMB’000) % (RMB’000) %
(unaudited)
Staff costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111839,194 48.3 40,560 43.8 20,008 50.6 20,716 39.8
Professional services
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,338 11.5 9,068 9.8 3,300 8.4 6,179 11.9
Listing expenses /H1118/H1118/H1118/H1118/H1118– 0.0 12,483 13.5 – – 8,879 17.1
Office expenses, travel
expenses and other
administrative costs /H1118/H111810,965 13.5 12,255 13.2 5,227 13.2 5,041 9.6
FINANCIAL INFORMATION
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--- page 446 ---
For the year ended December 31, For the six months ended June 30,
2023 2024 2024 2025
(RMB’000) % (RMB’000) % (RMB’000) % (RMB’000) %
(unaudited)
Depreciation and
amortization /H1118/H1118/H1118/H1118/H1118/H1118/H11187,219 8.9 7,831 8.5 3,825 9.7 4,306 8.3
Share-based
compensation /H1118/H1118/H1118/H1118/H1118/H11189,387 11.6 4,515 4.9 4,515 11.4 3,471 6.7
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,010 6.2 5,794 6.3 2,635 6.7 3,466 6.6
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111881,113 100.0 92,506 100.0 39,510 100.0 52,058 100.0
Impairment Losses on Credit, Net
During the Track Record Period, our net impairment losses on credit represented expected
credit losses on trade and other receivables. In 2023 and 2024, we recorded net impairment
losses on credit of RMB284.0 thousand and RMB82.0 thousand, respectively. For the six
months ended June 30, 2024 and 2025, we recorded a net reversal of impairment losses on
credit of RMB136.0 thousand and RMB141.0 thousand, respectively.
Other Expenses
During the Track Record Period, our other expenses primarily consisted of (i) impairment
of inventories, mainly because we discontinued the development of one oligonucleotide drug
due to strategic realignment of our pipeline and subsequently recognized an impairment of the
related inventory, and (ii) impairment of intangible assets, resulting from the discontinuation
of the development of this oligonucleotide drug. The following table sets forth a breakdown of
our other expenses in absolute amounts and as percentages of the total other expenses for the
periods indicated.
For the year ended December 31, For the six months ended June 30,
2023 2024 2024 2025
(RMB’000) % (RMB’000) % (RMB’000) % (RMB’000) %
(unaudited)
Impairment of
inventories /H1118/H1118/H1118/H1118/H1118/H1118/H111825,002 48.5 15,072 99.7 4,214 98.9 5,153 80.1
Impairment of intangible
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111826,507 51.5 – – – – – –
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812 0.0 50 0.3 49 1.1 1,278 19.9
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,521 100.0 15,122 100.0 4,263 100.0 6,431 100.0
FINANCIAL INFORMATION
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--- page 447 ---
Finance Costs
During the Track Record Period, our finance costs primarily represented interest on bank
and other borrowings. For the years ended December 31, 2023 and 2024 and the six months
ended June 30, 2024 and 2025, our finance costs amounted to RMB19.2 million, RMB20.4
million, RMB10.2 million and RMB10.2 million, respectively.
Share of Losses of a Joint Venture
In 2023, we recognized RMB24.0 thousand in share of losses of a joint venture. We
initially invested in this joint venture, a China-based API supplier, to strengthen our domestic
supply chain. We discontinued our investment in this joint venture in 2024 as nucleic acid drug
development in China progressed, leading to an improvement in domestic supply capacity and
the availability of reliable commercial suppliers.
Income Tax Expense
Our income tax expenses amounted to RMB148.0 thousand, RMB24.4 million, RMB20.2
million and RMB3.9 million for the years ended December 31, 2023 and 2024 and the six
months ended June 30, 2024 and 2025, respectively. Our income tax expenses during the Track
Record Period were mainly in relation to withholding tax from our overseas income.
PRC Corporate Income Tax
Under the EIT Law and its implementation regulations, the EIT rate of our PRC
subsidiaries is 25%.
Hong Kong Profits Tax
The statutory rate of Hong Kong profits tax was 16.5% on the estimated assessable profits
arising in Hong Kong during the Track Record Period. No provision for Hong Kong profits tax
was made as we had no assessable profits arising in Hong Kong during the Track Record
Period.
Australia Income Tax
The statutory rate of income tax of the subsidiary in Australia is 25% during the Track
Record Period.
Sweden Income Tax
The statutory rate of income tax of the subsidiary in Sweden is 20.6% during the Track
Record Period.
FINANCIAL INFORMATION
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Withholding Tax
In accordance with the Germany-China double taxation treaty, royalties and similar
remunerations payable by German companies to PRC resident enterprises are subject to a
withholding tax of 10%.
Loss for the Y ear/Period
As a result of the foregoing, we incurred losses of RMB437.3 million, RMB281.5 million,
RMB141.6 million and RMB97.8 million for the years ended December 31, 2023 and 2024 and
the six months ended June 30, 2024 and 2025, respectively.
PERIOD-TO-PERIOD COMPARISON OF RESULTS OF OPERATIONS
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Revenue
Our revenue increased from RMB66.3 million for the six months ended June 30, 2024 to
RMB103.8 million for the six months ended June 30, 2025, primarily attributable to the
achievement of a development milestone under our collaboration with Boehringer Ingelheim in
2025.
Cost of Sales
Our cost of sales increased from RMB2.1 million for the six months ended June 30, 2024
to RMB6.6 million for the six months ended June 30, 2025, which was in relation to the R&D
activities we conducted pursuant to our licensing and collaboration arrangements.
Gross Profit and Gross Profit Margin
As a result of the foregoing, our gross profit increased from RMB64.2 million for the six
months ended June 30, 2024 to RMB97.2 million for the six months ended June 30, 2025.
Our overall gross profit margin remained stable at 96.8% for the six months ended June
30, 2024 compared to 93.7% for the six months ended June 30, 2025.
Other Income and Gains
Our other income and gains increased from RMB3.5 million for the six months ended
June 30, 2024 to RMB7.2 million for the six months ended June 30, 2025, primarily due to an
increase in the government grants we received in the first half of 2025.
FINANCIAL INFORMATION
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--- page 449 ---
Research and Development Expenses
Our research and development expenses remained stable at RMB134.8 million for the six
months ended June 30, 2024 and RMB129.1 million for the six months ended June 30, 2025.
Selling and Distribution Expenses
Our selling and distribution expenses remained stable at RMB565.0 thousand for the six
months ended June 30, 2025 compared to RMB555.0 thousand for the same period in 2024.
Administrative Expenses
Our administrative expenses increased from RMB39.5 million for the six months ended
June 30, 2024 to RMB52.1 million for the six months ended June 30, 2025, primarily due to
listing expenses incurred in the first half of 2025.
Impairment Losses on Credit, Net
Our net reversal of impairment losses on credit remained stable at RMB136.0 thousand
for the six months ended June 30, 2024 compared to RMB141.0 thousand for the six months
ended June 30, 2025.
Other Expenses
Our other expenses increased from RMB4.3 million for the six months ended June 30,
2024 to RMB6.4 million for the six months ended June 30, 2025, primarily attributable to
increased inventory impairment expenses as our inventory levels grew, and foreign exchange
losses recorded in the first half of 2025 primarily reflecting the depreciation of the U.S. dollar
against the SEK.
Finance Costs
Our finance costs remained stable for the six months ended June 30, 2024 and 2025 at
RMB10.2 million and RMB10.2 million, respectively.
Income Tax Expenses
We incurred income tax expenses of RMB20.2 million for the six months ended June 30,
2024 and RMB3.9 million for the six months ended June 30, 2025. The decrease in income tax
expense was primarily because we incurred higher withholding tax expenses from our licensing
and collaboration income in 2024.
FINANCIAL INFORMATION
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--- page 450 ---
Loss for the Period
For the reasons discussed above, our loss for the period decreased from RMB141.6
million for the six months ended June 30, 2024 to RMB97.8 million for the six months ended
June 30, 2025.
Y ear Ended December 31, 2024 Compared with Y ear Ended December 31, 2023
Revenue
Our revenue increased from RMB44.0 thousand in 2023 to RMB142.6 million in 2024,
primarily because we began to recognize revenue from our licensing and collaboration
arrangements in 2024. See “Business — Licensing and Collaboration Arrangements” for
details.
Cost of Sales
Our cost of sales increased from RMB24.0 thousand in 2023 and to RMB11.9 million in
2024, which was in relation to the R&D activities we conducted pursuant to our licensing and
collaboration arrangements.
Gross Profit and Gross Profit Margin
Our gross profit increased from RMB20.0 thousand in 2023 and to RMB130.7 million in
2024. Our overall gross profit margin increased from 45.5% in 2023 to 91.7% in 2024. The
increase in gross profit and gross profit margin was primarily because our revenue in 2024 was
primarily derived from upfront payments in connection with our licensing and collaboration
arrangements, which had higher gross profit margin.
Other Income and Gains
Our other income and gains decreased from RMB31.1 million in 2023 to RMB21.7
million in 2024. Government grants are generally one-time, non-recurring awards given at the
regulatory authority’s discretion and may therefore vary from period to period.
Research and Development Expenses
Our research and development expenses decreased from RMB315.8 million in 2023 to
RMB280.4 million in 2024, primarily due to a decrease in our clinical trial and technical
service expenses as (i) some of our clinical trials transitioned between phases, reflecting the
natural variability in R&D spending even as projects advance toward later stages, and (ii) Qilu
Pharmaceutical assumed certain R&D costs for RBD7022’s phase 1 clinical trial pursuant to
our license and collaboration agreement executed in December 2023, with these costs no longer
recognized on our financial statements but instead recorded on Qilu Pharmaceutical’s accounts.
FINANCIAL INFORMATION
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Selling and Distribution Expenses
Our selling and distribution expenses increased from RMB339.0 thousand in 2023 to
RMB979.0 thousand in 2024, primarily due to increased staff costs and promotional expenses
in connection with the sales of our in-house produced phosphoramidite and nucleoside
products.
Administrative Expenses
Our administrative expenses increased from RMB81.1 million in 2023 to RMB92.5
million in 2024, primarily due to listing expenses incurred in 2024 which amounted to
RMB12.5 million.
Impairment Losses on Credit, Net
Our net impairment losses on credit decreased from RMB284.0 thousand in 2023 to
RMB82.0 thousand in 2024, primarily due to shifts in the composition and aging profile of
trade receivables and other receivables.
Other Expenses
Our other expenses decreased from RMB51.5 million in 2023 to RMB15.1 million in
2024, primarily because we had an impairment of intangible assets in 2023 resulting from the
discontinuation of the development of one oligonucleotide drug due to strategic realignment of
our pipeline.
Finance Costs
Our finance costs remained stable at RMB19.2 million in 2023 and RMB20.4 million in
2024.
Income Tax Expense
We incurred income tax expenses of RMB148.0 thousand and RMB24.4 million in 2023
and 2024, respectively. The increase in income tax expense was primarily because we had
incurred withholding tax expenses from our licensing and collaboration income in 2024.
Loss for the Y ear
For the reasons discussed above, our loss for the year decreased from RMB437.3 million
in 2023 to RMB281.5 million in 2024.
FINANCIAL INFORMATION
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DESCRIPTION OF SELECTED ITEMS FROM THE CONSOLIDATED FINANCIAL
POSITION
The following table sets forth a summary of our consolidated financial position as of the
dates indicated.
As of December 31, As of June 30,
2023 2024 2025
(RMB’000) (RMB’000) (RMB’000)
NON-CURRENT ASSETS
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118219,166 203,168 193,225
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111877,621 72,934 70,229
Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118108,417 92,474 84,649
Other non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118723 12,195 –
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118846 794 916
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118406,773 381,565 349,019
CURRENT ASSETS
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845,604 42,723 49,676
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 3,467 2,337
Prepayments, other receivables and other
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,512 39,479 51,814
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118212,353 183,624 547,735
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118309,475 269,293 651,562
Total assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118716,248 650,858 1,000,581
CURRENT LIABILITIES
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,265 24,225 20,860
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111879,215 87,482 220,672
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 67,124 67,124
Interest-bearing bank and other borrowings /H1118/H1118217,284 226,612 336,116
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,087 7,626 9,473
Tax Payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,237 1,875
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118327,851 414,306 656,120
NET CURRENT LIABILITIES /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(18,376) (145,013) (4,558)
TOTAL ASSETS LESS CURRENT
LIABILITIES /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118388,397 236,552 344,461
FINANCIAL INFORMATION
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As of December 31, As of June 30,
2023 2024 2025
(RMB’000) (RMB’000) (RMB’000)
NON-CURRENT LIABILITIES
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 64,294 32,147
Interest-bearing bank and other borrowings /H1118/H1118163,708 172,281 137,356
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,660 22,363 19,611
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,145 25,402 30,886
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,161 63,279 65,444
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118272,674 347,619 285,444
Total liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118600,525 761,925 941,564
Net assets/(liabilities) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118115,723 (111,067) 59,017
EQUITY
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118128,386 129,610 130,145
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(23,284) (239,970) (188,575)
Equity/(deficits) attributable to owners of
the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118105,102 (110,360) (58,430)
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,621 (707) 117,447
Total equity/(deficits) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118115,723 (111,067) 59,017
Property, Plant and Equipment
During the Track Record Period, our property, plant and equipment primarily consisted of
buildings for offices and manufacturing facility, R&D equipment, leasehold improvements as
well as office equipment. Our property, plant and equipment decreased from RMB219.2
million as of December 31, 2023 to RMB203.2 million as of December 31, 2024, and further
decreased to RMB193.2 million as of June 30, 2025, primarily due to depreciation of property,
plant and equipment.
Right-of-use Assets
During the Track Record Period, our right-of-use assets represented leases of offices and
laboratories. Our right-of-use assets decreased from RMB77.6 million as of December 31,
2023 to RMB72.9 million as of December 31, 2024, and further decreased to RMB70.2 million
as of June 30, 2025, primarily due to depreciation of right-of-use assets.
FINANCIAL INFORMATION
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Intangible Assets
During the Track Record Period, our intangible assets primarily consisted of (i) patents
and know-how, primarily in relation to pipeline programs we acquired through asset
acquisition and subsequently recorded as intangible assets, and (ii) software. The following
table sets forth the details of our intangible assets as of the dates indicated.
As of December 31, As of June 30,
2023 2024 2025
(RMB’000) (RMB’000) (RMB’000)
Patents and know-how /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118104,618 89,492 81,930
Software /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,799 2,982 2,719
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118108,417 92,474 84,649
Our intangible assets decreased from RMB108.4 million as of December 31, 2023 to
RMB92.5 million as of December 31, 2024, and further decreased to RMB84.6 million as of
June 30, 2025, primarily due to amortization.
Intangible assets are tested for impairment based on the recoverable amount of the
cash-generating unit (“CGU”) to which the intangible asset is related. The appropriate CGU is
at the product level. The impairment test was performed for each pipeline product by engaging
an independent appraiser to estimate fair value less cost to sell as the recoverable amount of
each pipeline product. The fair value was based on the multi-period excess earnings method
and we estimated the forecast of profit for our pipeline products based on the timing of clinical
development and regulatory approval, commercial ramp up to reach expected peak revenue
potential, and potential license-out upfront fee and the length of exclusivity for each pipeline
product.
Other Non-current Assets
During the Track Record Period, our other non-current assets consisted of prepayment for
purchase of property, plant and equipment and non-current portion of recoverable withholding
tax. Our other non-current assets increased from RMB723.0 thousand as of December 31, 2023
to RMB12.2 million as of December 31, 2024 primarily because we had recoverable
withholding tax in 2024. Our other non-current assets were reduced to nil as of June 30, 2025,
following the reclassification of the non-current portion of our recoverable withholding tax to
current assets, as it became receivable within 12 months.
FINANCIAL INFORMATION
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Inventories
During the Track Record Period, our inventories primarily consisted of raw materials,
work-in-progress, and finished goods related to our drug candidates. Our inventories remained
stable at RMB45.6 million as of December 31, 2023 and RMB42.7 million as of December 31,
2024, and increased to RMB49.7 million as of June 30, 2025. In 2023, 2024 and the six months
ended June 30, 2025, our inventory turnover days were 658 days, 498 days and 789 days,
respectively. As of October 31, 2025, RMB26.6 million, or 35.6%, of our inventories as of June
30, 2025 had been subsequently utilized or sold. The following table sets forth the details of
our inventories by type as of the dates indicated.
As of June 30, 2025
within 3
months
3t o6
months
6t o1 2
months
over one
year TOTAL
Raw materials /H1118/H1118/H1118/H1118/H11181,994 1,560 3,060 17,579 24,193
Work in process /H1118/H1118/H11185,783 2,245 4,129 2,845 15,002
Finished goods /H1118/H1118/H1118/H1118835 1,682 1,475 3,263 7,255
Costs to fulfil a
contract /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118983 – 2,243 – 3,226
As of December 31, 2024
within 3
months
3t o6
months
6t o1 2
months
over
one year TOTAL
Raw materials /H1118/H1118/H1118/H1118/H11187,074 1,722 974 14,987 24,757
Work in process /H1118/H1118/H1118/H11185,175 2,736 560 1,353 9,824
Finished goods /H1118/H1118/H1118/H1118/H11182,272 110 1,444 2,073 5,899
Costs to fulfil a
contract /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,24 3––– 2,243
As of December 31, 2023
within 3
months
3t o6
months
6t o1 2
months
over
one year TOTAL
Raw materials /H1118/H1118/H1118/H1118/H11182,811 607 2,007 14,371 19,796
Work in process /H1118/H1118/H1118/H11189,140 4 – 10,893 20,037
Finished goods /H1118/H1118/H1118/H1118/H11184,147 1,205 306 113 5,771
We consider that there is no material recoverability issue in respect of our inventories,
including those aged over one year. Our inventories aged over one year mainly comprise
research-use- only pharmaceuticals, which are intended to support ongoing and planned R&D
activities and remain suitable for such purposes. Their longer aging profile is a result of the
extended timelines typical of pharmaceutical R&D processes, and does not indicate
obsolescence or impairment. The modest consumption of such inventories after the Track
Record Period and up to October 31, 2025 mainly reflects our extended R&D timelines, and
a four-month subsequent-settlement assessment is not a meaningful indicator of inventory
recoverability. We maintain a consistent and prudent inventory assessment policy, under which
FINANCIAL INFORMATION
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--- page 456 ---
we regularly review inventories for potential impairment. As of October 31, 2025, no material
impairment indicators had been identified, and we have not recorded any significant inventory
write-downs. We confirm that we have made sufficient provision in accordance with our
inventory assessment policy and applicable accounting standards.
Trade Receivables
During the Track Record Period, our trade receivables consisted of receivables from our
collaboration partners under licensing and collaboration arrangements. Our trade receivables
increased from RMB6.0 thousand as of December 31, 2023 to RMB3.5 million as of December
31, 2024, in line with our engagement in licensing and collaboration arrangements. Our trade
receivables decreased from RMB3.5 million as of December 31, 2024 to RMB2.3 million as
of June 30, 2025, primarily because we received payments from our collaboration partners in
the first half of 2025, partially offset by the increase in trade receivables recorded by Azemidite
in line with its sales growth. As of October 31, 2025, RMB2.2 million, or 90.2%, of our trade
receivables as of June 30, 2025 had been subsequently settled. There had been no material
recoverability issue for our trade receivable balance during the Track Record Period and up to
the Latest Practicable Date.
Prepayments, Other Receivables and Other Assets
During the Track Record Period, our prepayments, other receivables and other assets
primarily consisted of (i) value-added tax recoverable in relation to our domestic input
value-added tax credit refund, (ii) recoverable withholding tax representing the portion of
income tax withheld in excess of the applicable treaty rate that can be refunded later, (iii)
prepayments to suppliers in our R&D activities, (iv) export tax refund, and (v) other
receivables. The following table sets forth the details of our prepayments, other receivables and
other assets as of the dates indicated.
As of December 31, As of June 30,
2023 2024 2025
(RMB’000) (RMB’000) (RMB’000)
V alue-added tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,389 15,731 19,028
Recoverable withholding tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 14,704
Export tax refund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,321 –
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,016 5,254 8,324
Deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,915 1,539 1,536
Listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,408 4,058
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,130 14,175 4,996
Impairment allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(938) (949) (832)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,512 39,479 51,814
FINANCIAL INFORMATION
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--- page 457 ---
Our prepayments, other receivables and other assets decreased from RMB51.5 million as
of December 31, 2023 to RMB39.5 million as of December 31, 2024, primarily due to a
decrease of RMB12.7 million in value-added tax recoverable as we received certain domestic
input value-added tax credit refund in 2024. Our prepayments, other receivables and other
assets increased from RMB39.5 million as of December 31, 2024 to RMB51.8 million as of
June 30, 2025, primarily due to recoverable withholding tax arising from tax refund
entitlements under the Germany-China taxation treaty.
As of October 31, 2025, RMB16.7 million, or 32.3%, of our prepayments, other
receivables and other assets as of June 30, 2025 had been subsequently settled.
Cash and Bank Balances
During the Track Record Period, our cash and bank balances primarily consisted of cash
at bank and in hand, denominated in Renminbi, U.S. dollar, Euro, Australian Dollar and
Swedish Krona. The following table sets forth the details of our cash and bank balances as of
the dates indicated.
As of December 31, As of June 30,
2023 2024 2025
(RMB’000) (RMB’000) (RMB’000)
Current
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118210,273 167,867 358,535
Short-term bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 189,200
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 15,000 (1) –
Interest receivable on bank deposits /H1118/H1118 2,080 757 –
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118212,353 183,624 547,735
Non-current
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118846 794 916
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118213,199 184,418 548,651
Note:
(1) Represents advance from an investor for our series E2 financing, which had been converted to equity
in February 2025.
Our cash and bank balances decreased from RMB213.2 million as of December 31, 2023
to RMB184.4 million as of December 31, 2024, primarily due to our ongoing investment in
research and development activities. Our cash and bank balances increased from RMB184.4
million as of December 31, 2024 to RMB548.7 million as of June 30, 2025, primarily due to
the proceeds we received from our series E3 financing and Ribocure’s equity financing.
FINANCIAL INFORMATION
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Trade Payables
During the Track Record Period, our trade payables primarily consisted of payables in
relation to our research and development activities and business operation. The following table
sets forth an aging analysis of our trade payables presented based on the invoice date as of the
dates indicated.
As of December 31, As of June 30,
2023 2024 2025
(RMB’000) (RMB’000) (RMB’000)
Within 1 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,992 16,142 16,565
1 to 2 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,249 4,728 2,367
2 to 3 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118623 1,168 565
Over 3 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,401 2,187 1,363
Total trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,265 24,225 20,860
In 2023, 2024 and the six months ended June 30, 2025, our trade payable turnover days
were 75 days, 87 days and 100 days, respectively. As of October 31, 2025, RMB17.9 million,
or 85.7%, of our trade payables as of June 30, 2025 had been subsequently settled.
Our Directors confirm that there has not been any material default on our part in the
payment of trade payables during the Track Record Period and up to the Latest Practicable
Date.
Other Payables and Accruals
During the Track Record Period, our other payables and accruals primarily consisted of
(i) non-current portion of other payables, primarily representing redemption liabilities, which
is the financial obligation arising from the non-controlling shareholder of Azemidite having the
right, as stipulated in the shareholders’ agreement, to demand us to redeem its share capital at
the original investment cost plus an agreed-upon interest rate, see “History and Corporate
Structure — Our Subsidiaries” for details, (ii) payables for purchase of property, plant and
equipment, (iii) staff salaries, bonuses and welfare payables, (iv) advance from investors in
connection with our series E2 and series E3 financing, (v) government grants payable,
primarily representing government grants received that are recognized as liabilities until the
attached conditions are fulfilled, and (vi) other tax payable, representing tax payable other than
corporate income tax. The following table sets forth the details of our other payables and
accruals as of the dates indicated.
FINANCIAL INFORMATION
– 448 –


--- page 459 ---
As of December 31, As of June 30,
2023 2024 2025
(RMB’000) (RMB’000) (RMB’000)
Current
Payables for purchase of property, plant
and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,371 18,803 17,898
Staff salaries, bonuses and welfare
payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,967 18,233 18,010
Advance from investors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 15,000 151,720
Government grants payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,492 13,892 14,692
Other tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,365 6,082 3,731
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,424 11,917 11,553
Amount due to related parties /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118419 1,743 1,998
Accrued expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,177 1,812 1,070
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111879,215 87,482 220,672
Non-current
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,161 63,279 65,444
Our other payables and accruals increased from RMB138.4 million as of December 31,
2023 to RMB150.8 million as of December 31, 2024, primarily driven by (i) an increase in
advance from an investor of RMB15.0 million, representing the proceeds we received from an
investor for our series E2 financing which had not been recognized as share capital pending
shareholder approval and internal procedures as of December 31, 2024, and (ii) an increase in
other payables of RMB8.5 million, mainly resulting from an increase in service fee payables
in connection with professional services and an increase in subsidies payables, including
amounts temporarily collected and remitted by the Company on behalf of employees in respect
of government subsidies offered to qualified R&D talents. Such increases were partially offset
by a decrease of RMB15.6 million in payables for purchase of property, plant and equipment,
primarily due to the partial settlement of such payables.
Our other payables and accruals further increased to RMB286.1 million as of June 30,
2025, primarily due to advance from investors of RMB151.7 million, representing the proceeds
we received from investors for our series E3 financing which had not been recognized as share
capital pending shareholder approval and internal procedures as of June 30, 2025.
As of October 31, 2025, RMB187.5 million, or 65.5%, of our other payables as of June
30, 2025 had been subsequently settled.
FINANCIAL INFORMATION
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--- page 460 ---
Contract Liabilities
During the Track Record Period, our contract liabilities primarily represented amounts
paid by our collaboration partners, Boehringer Ingelheim and Qilu Pharmaceutical, under
licensing and collaboration arrangements before we fulfilled corresponding performance
obligations. The excess of our cumulative billings to customers over the cumulative revenue
recognized in profit or loss is recognized as contract liabilities. We did not record contract
liabilities as of December 31, 2023. Our contract liabilities decreased from RMB131.4 million
as of December 31, 2024 to RMB99.3 million as of June 30, 2025 as a portion of our contract
liabilities was recognized as revenue. As of October 31, 2025, RMB24.3 million, or 24.4%, of
our contract liabilities as of June 30, 2025 had been recognized as revenue.
Interest-bearing Bank and Other Borrowings
Our interest-bearing bank and other borrowings were RMB381.0 million, RMB398.9
million and RMB473.5 million as of December 31, 2023 and 2024 and June 30, 2025,
respectively. See “— Indebtedness” for details.
Lease Liabilities
During the Track Record Period, our lease liabilities primarily consisted of leases of
offices and laboratory. Our lease liabilities decreased from RMB33.7 million as of
December 31, 2023 to RMB30.0 million as of December 31, 2024, primarily due to regular
rental payments, partially offset by an increase in lease liabilities due to lease modifications
and new lease agreements. Our lease liabilities remained stable at RMB29.1 million as of June
30, 2025 compared to December 31, 2024.
Tax Payables
During the Track Record Period, our tax payables primarily consisted of corporate income
tax payable. We did not record tax payables as of December 31, 2023. Our tax payables
increased from RMB1.2 million as of December 31, 2024 to RMB1.9 million as of June 30,
2025, primarily due to the fluctuation of foreign exchange rate.
Deferred Income
During the Track Record Period, our deferred income comprised government grants for
which the conditions had been fulfilled. However, the relevant income was deferred and
recognized over future periods, recorded as a liability to be gradually amortized into income.
Our deferred income amounted to RMB24.1 million, RMB25.4 million and RMB30.9 million
as of December 31, 2023 and 2024 and June 30, 2025, respectively.
FINANCIAL INFORMATION
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--- page 461 ---
LIQUIDITY AND CAPITAL RESOURCES
Our primary uses of cash during the Track Record Period were to fund our research and
development activities. We recorded net cash used in operating activities of RMB287.5 million,
RMB60.7 million and RMB96.5 million for the years ended December 31, 2023 and 2024 and
the six months ended June 30, 2025, respectively. During the Track Record Period, we
primarily financed our operations through equity and debt financing, as well as revenue from
our licensing and collaboration arrangements. As of October 31, 2025, the latest practicable
date for determining our indebtedness, we had cash and bank balances of RMB446.2 million.
As of October 31, 2025, we had RMB1,021.1 million of committed unutilized banking
facilities.
Current Assets and Liabilities
As of December 31,
As of
June 30,
As of
October 31,
2023 2024 2025 2025
(RMB’000) (RMB’000) (RMB’000) (RMB’000)
(Unaudited)
Current assets
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845,604 42,723 49,676 56,944
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 3,467 2,337 3,012
Prepayments, other receivables and
other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,512 39,479 51,814 41,329
Financial assets at fair value
through other comprehensive
income (“ FVTOCI ”) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 2,143
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118212,353 183,624 547,735 446,233
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118309,475 269,293 651,562 549,661
Current liabilities
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,265 24,225 20,860 18,727
Other payables and accruals /H1118/H1118/H1118/H1118/H111879,215 87,482 220,672 127,547
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 67,124 67,124 64,294
Interest-bearing bank and other
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118217,284 226,612 336,116 364,853
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,087 7,626 9,473 9,958
Tax Payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,237 1,875 1,512
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118327,851 414,306 656,120 586,891
Net current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818,376 145,013 4,558 37,230
FINANCIAL INFORMATION
– 451 –


--- page 462 ---
We recorded net current liabilities as of December 31, 2023 and 2024, and June 30 and
October 31, 2025, primarily because we invested significant capital into the research and
development of our drug pipeline, and building up our technology platforms and other
capabilities to complement and support our business. These cash-intensive investments were
financed partially through interest-bearing bank and other borrowings and contributed to our
net current liability position historically. Our contract liabilities as of December 31, 2024 and
June 30, 2025, which primarily represented amounts paid by our collaboration partners under
licensing and collaboration arrangements before we fulfilled corresponding performance
obligation, also contributed to our net current liabilities position as of the respective dates.
We expect to continue to incur significant expenses for the foreseeable future as we
advance our drug candidates, which will be funded by a combination of our cash on hand, cash
flow from our license and collaboration arrangements, bank borrowings, and proceeds from the
Global Offering.
Working Capital Sufficiency
Going forward, we will closely monitor our liquidity position and maintain an adequate
level of cash and bank balances to finance our operations and mitigate the impact of cash flow
fluctuations. Although we recorded net current liabilities during the Track Record Period, our
Directors are of the view that we have sufficient working capital to cover at least 125% of our
costs, including research and development expenses and administrative expenses (including
any production costs), for at least the next 12 months from the date of this prospectus. We plan
to enhance our working capital position through the following measures:
 Cash on hand and cash generated from our operations. We had cash and bank
balances amounting to RMB548.7 million as of June 30, 2025. We expect to receive
additional milestone payments from our out-license and collaboration agreements in
the future, and intend to utilize them to fund our operations, subject to the
achievement of certain milestones and other terms of these agreements. We
anticipate generating approximately RMB160 million in 2026 from payments under
existing licensing agreements, which will be received in stages throughout the year.
Additionally, we continue to explore potential licensing opportunities and
collaborations, which may result in new strategic partnerships that could deliver
upfront and milestone payments. See “Business — Licensing and Collaboration
Arrangements” for details. Furthermore, upon the successful commercialization of
one or more of our candidates, we expect to fund our operations in part with income
generated from sales of our commercialized drugs.
 Committed unutilized banking facilities. As of October 31, 2025, we had
RMB1,021.1 million of committed unutilized banking facilities. These facilities
provide us with additional financial flexibility to address our funding needs. We
have maintained stable relationships with our principal banks, which we believe will
support our ability to access future financing on reasonable terms.
FINANCIAL INFORMATION
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 Ability to roll over or refinance existing bank borrowings. As of October 31,
2025, our current interest-bearing bank and other borrowings was RMB364.9
million and our non-current interest-bearing bank and other borrowings was
RMB118.9 million. We have historically been able to roll over or refinance over
borrowings based on our capital requirements. We believe that, going forward, we
will be able to roll over or refinance our existing bank borrowings, especially
current loans, when necessary.
 Equity Financing. We conducted our series E3 financing in June 2025, pursuant to
which we received proceeds of approximately RMB151.7 million. Our Sweden-
based subsidiary, Ribocure AB, successfully completed equity financing of US$33
million in June 2025. Funding from our equity financing will be allocated to support
our clinical trials and preclinical studies.
 Proceeds from the Global Offering. We expect to receive net proceeds from the
Global Offering of approximately HK$1,473.6 million based on the Offer Price of
HK$57.97. See “Future Plans and Use of Proceeds” for details.
Going forward, we will continue to concentrate our resources on the development of the
Core Product while exercising disciplined control over other expenses to manage operating
cash outflows.
Our cash burn rate refers to the average monthly amount of net cash used in operating
activities, payment for property, plant and equipment and payment for intangible assets. We
estimate that we will receive net proceeds of approximately HK$1,473.6 million in the Global
Offering, based on an Offer Price of HK$57.97 per Share. We estimate that our cash on hand
as of October 31, 2025 will be able to maintain our financial viability for over 19 months from
October 31, 2025, without taking into account the estimated net proceeds from the Global
Offering; or, we estimate we will be able to maintain our financial viability for over 23 months,
if we take into account 8.1% of the estimated net proceeds from the Global Offering (namely,
the portion allocated for our working capital and other general corporate purposes).
FINANCIAL INFORMATION
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Cash Flows
The following table sets forth the components of our consolidated statements of cash
flows for the period indicated:
For the year ended
December 31,
For the six months ended
June 30
2023 2024 2024 2025
(RMB’000) (RMB’000) (RMB’000) (RMB’000)
(unaudited)
Loss before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(437,148) (257,047) (121,409) (93,867)
Adjustment for cash flows
from operating activities
before movement in
working capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118141,505 90,212 48,591 48,672
Changes in working capital /H1118/H1118 1,268 125,485 136,996 (49,112)
Income tax paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(148) (23,208) (19,129) (3,260)
Interest received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,987 3,839 1,976 1,094
Net cash (used in)/generated
from operating activities /H1118/H1118(287,536) (60,719) 47,025 (96,473)
Net cash used in investing
activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(24,455) (20,664) (10,608) (184,316)
Net cash (used in)/generated
from financing activities /H1118/H1118 (4,774) 39,456 21,006 471,731
Net (decrease)/increase in
cash and cash equivalents /H1118 (316,765) (41,927) 57,423 190,942
Cash and cash equivalents at
beginning of year/period /H1118/H1118524,390 210,273 210,273 167,867
Effect of foreign exchange
rate changes /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,648 (479) (702) (274)
Cash and cash equivalents at
the end of year/period /H1118/H1118/H1118/H1118210,273 167,867 266,994 358,535
FINANCIAL INFORMATION
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Net Cash (Used in)/Generated from Operating Activities
For the six months ended June 30, 2025, we had net cash used in operating activities of
RMB96.5 million, which was primarily attributable to our loss before taxation of RMB93.9
million adjusted by certain non-cash and working capital items, including (i) positive
adjustments, which primarily included decrease in non-current assets of RMB12.2 million,
depreciation of property, plant and equipment of RMB11.5 million, finance costs of RMB10.2
million, and equity-settled share-based payment expenses of RMB9.2 million, and (ii) negative
adjustments, which primarily included a decrease in contract liabilities of RMB32.1 million, an
increase in inventories of RMB12.1 million and an increase in prepayments, other receivables
and other assets of RMB12.2 million.
For the year ended December 31, 2024, we had net cash used in operating activities of
RMB60.7 million, which was primarily attributable to our loss before taxation of RMB257.0
million adjusted by certain non-cash and working capital items, including (i) positive
adjustments, which primarily included increase in contract liabilities of RMB134.2 million,
depreciation of property, plant and equipment of RMB23.7 million and finance costs of
RMB20.4 million, and (ii) negative adjustments, which primarily included an increase of
RMB12.2 million in inventories and an increase of RMB12.2 million in non-current assets.
For the year ended December 31, 2023, we had net cash used in operating activities of
RMB287.5 million, which was primarily attributable to our loss before taxation of RMB437.1
million adjusted by certain non-cash and working capital items, including (i) positive
adjustments, which primarily included impairment of intangible assets of RMB26.5 million,
equity-settled share-based payment expenses of RMB25.5 million, impairment of inventories
of RMB25.0 million and amortization of intangible assets of RMB22.4 million, and (ii)
negative adjustments, which primarily included an increase of RMB8.4 million in inventories
and an increase of RMB4.8 million in prepayments, other receivables and other assets.
The net operating cash outflows we experienced during the Track Record Period primarily
resulted from expenditures on cash-intensive R&D activities and expenses incurred for our
day-to-day operations. Going forward, we plan to improve our operating cash flow position
through a combination of measures. In particular, (i) we intend to maintain and potentially
enhance the momentum of revenue generation from our licensing and collaboration
arrangements by continuing to meet development milestones and seeking to expand such
arrangements where commercially reasonable; (ii) we will continue to advance our drug
candidates towards commercialization, which, upon successful approval and launch, is
expected to generate recurring product sales and thereby improve operating cash inflows; and
(iii) we will continue to enhance cost efficiency and manage operating expenses, including by
prioritizing R&D projects with clearer commercial potential, optimizing clinical trial design
and site selection to reduce per-patient cost, and exercising disciplined control over headcount
growth and other administrative expenses.
FINANCIAL INFORMATION
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--- page 466 ---
Net Cash Used in Investing Activities
For the six months ended June 30, 2025, we had net cash used in investing activities of
RMB184.3 million, primarily attributable to increase in bank deposits with original maturity
of more than three months when acquired of RMB189.2 million, partially offset by receipt of
government grants for property, plant and equipment of RMB6.3 million.
For the year ended December 31, 2024, we had net cash used in investing activities of
RMB20.7 million, primarily attributable to purchase of items of property, plant and equipment
of RMB23.3 million, partially offset by receipt of government grants for property, plant and
equipment of RMB2.6 million.
For the year ended December 31, 2023, we had net cash used in investing activities of
RMB24.5 million, primarily attributable to purchase of items of property, plant and equipment
of RMB40.0 million, partially offset by receipt of government grants for property, plant and
equipment of RMB15.0 million.
Net Cash (Used in)/from Financing Activities
For the six months ended June 30, 2025, we had net cash from financing activities of
RMB471.7 million, primarily attributable to (i) new interest-bearing bank loans of RMB238.0
million, (ii) capital contribution from a non-controlling shareholder of RMB236.4 million, and
(iii) advance from investors of RMB151.7 million, partially offset by repayments of
interest-bearing bank loans and other borrowings of RMB162.8 million.
For the year ended December 31, 2024, we had net cash from financing activities of
RMB39.5 million, primarily attributable to (i) new interest-bearing bank loans of RMB224.5
million, and (ii) proceeds from issue of shares of RMB45.8 million, partially offset by
repayments of interest-bearing bank loan and other borrowings of RMB206.3 million.
For the year ended December 31, 2023, we had net cash used in financing activities of
RMB4.8 million, primarily attributable to (i) repayments of interest-bearing bank loan and
other borrowings of RMB270.0 million, (ii) interest paid for interest-bearing bank and other
borrowing of RMB14.5 million, and (iii) repayment of lease liabilities of RMB8.4 million,
partially offset by new interest-bearing bank loans of RMB288.1 million.
FINANCIAL INFORMATION
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--- page 467 ---
CASH OPERATING COSTS
The following table sets forth our cash operating costs for the periods indicated:
For the year ended December 31,
For the six
months ended
June 30,
2023 2024 2025
(RMB’000) (RMB’000) (RMB’000)
Costs relating to research and
development of our Core Product
Staff cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817,795 17,093 16,336
Clinical trials and studies /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,955 11,816 7,405
Raw materials and others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,950 910 1,850
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,674 895 808
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111848,374 30,714 26,399
Costs relating to research and
development of our other drug
candidates
Staff cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111888,451 107,983 49,750
Clinical trials and studies /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,988 50,890 28,318
Raw materials and others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,950 26,022 6,987
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,812 14,654 4,134
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118177,201 199,549 89,189
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118225,575 230,263 115,588
FINANCIAL INFORMATION
– 457 –


--- page 468 ---
INDEBTEDNESS
As of December 31, 2023 and 2024, June 30, 2025 and October 31, 2025, being the most
recent practicable date for determining our indebtedness, except as disclosed in the table below,
we did not have any material indebtedness.
As of December 31,
As of
June 30,
As of
October 31,
2023 2024 2025 2025
(RMB’000) (RMB’000) (RMB’000) (RMB’000)
(Unaudited)
Current
Interest-bearing bank and
other borrowings /H1118/H1118/H1118/H1118/H1118/H1118217,284 226,612 336,116 364,853
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,087 7,626 9,473 9,958
Amount due to related
parties* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118419 1,743 1,998 32
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118225,790 235,981 347,587 374,843
Non-current
Interest-bearing bank and
other borrowings /H1118/H1118/H1118/H1118/H1118/H1118163,708 172,281 137,356 118,881
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,660 22,363 19,611 17,452
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118189,368 194,644 156,967 136,333
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118415,158 430,625 504,554 511,176
* Amount due to related parties are non-trade in nature and will be settled prior to the Listing.
After October 31, 2025 and up until the Latest Practicable Date, we obtained RMB61.6
million of new bank borrowings and repaid RMB43.5 million of bank borrowings. Except as
discussed above, we did not have any other material mortgages, charges, debentures, loan
capital, debt securities, loans, bank overdrafts or other similar indebtedness, finance lease or
hire purchase commitments, liabilities under acceptances (other than normal trade bills),
acceptance credits, which are either guaranteed, unguaranteed, secured or unsecured, or
guarantees or other contingent liabilities as of the Latest Practicable Date. Our Directors
further confirm that our Group did not experience any material difficulty in obtaining bank
loans and other borrowings, default in payment of bank loans and other borrowings or breach
of covenants during the Track Record Period and up to the Latest Practicable Date.
Our Directors confirm that there have been no material changes in our indebtedness since
October 31, 2025, being the latest practicable date for determining our indebtedness, up to the
date of this prospectus.
FINANCIAL INFORMATION
– 458 –


--- page 469 ---
Interest-bearing Bank and Other Borrowings
Our interest-bearing bank and other borrowings amounted to RMB381.0 million,
RMB398.9 million and RMB473.5 million as of December 31, 2023 and 2024 and June 30,
2025, respectively.
As of December 31, As of June 30,
2023 2024 2025
Effective
interest
rate (%) Maturity RMB’000
Effective
interest
rate (%) Maturity RMB’000
Effective
interest
rate (%) Maturity RMB’000
Current
Bank loans – unsecured /H11183.00-4.50 2024 193,221 3.00-4.50 2025 186,258 2.80-4.50 2025-2026 270,805
Bank loans – secured (1) /H11183.20-4.30 2024 11,960 3.60-4.20 2025 27,924 3.00-3.60 2025-2026 52,881
Other borrowings –
unsecured /H1118/H1118/H1118/H1118/H1118/H1118
5.55 2024 12,103 5.55 on demand 12,430 5.55 on demand 12,430
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 217,284 226,612 336,116
Non-current
Bank loans – unsecured /H11183.50-4.50 2025-2027 53,000 3.45-4.50 2026-2027 61,500 3.50-4.50 2026-2027 38,000
Bank loans – secured (1) /H11184.20-4.30 2025-2030 110,708 3.85-4.20 2026-2030 110,781 3.60-4.20 2026-2030 99,356
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 163,708 172,281 137,356
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 380,992 398,893 473,472
Note:
(1) Primarily secured by our certain property, plant and equipment and right-of use assets. For details, see
note 24 of the Accountant’s Report set out in Appendix I to this prospectus.
As of December 31, As of June 30,
2023 2024 2025
(RMB’000) (RMB’000) (RMB’000)
Analyzed into:
Bank loans and other borrowings
repayables:
Within one year or on demand /H1118/H1118/H1118/H1118217,284 226,612 336,116
In the second year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,993 73,345 55,839
In the third to fifth years,
inclusive /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118108,515 86,517 81,517
Beyond five years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,200 12,419 –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118380,992 398,893 473,472
FINANCIAL INFORMATION
– 459 –


--- page 470 ---
CAPITAL EXPENDITURES
For the years ended December 31, 2023 and 2024 and the six months ended June 30,
2025, we incurred capital expenditures of RMB73.6 million, RMB8.5 million and RMB0.5
million, respectively, primarily in connection with property, plant and equipment and
intangible assets for our R&D and business operation. The following table sets forth the details
of our capital expenditure for the periods indicated.
For the year ended December 31,
For the six
months ended
June 30,
2023 2024 2025
(RMB’000) (RMB’000) (RMB’000)
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111872,933 8,471 511
Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118641 58 –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111873,574 8,529 511
We plan to finance our future capital expenditures primarily with our existing cash,
income from our license and collaboration agreements, net proceeds from the Global Offering,
and bank borrowings. See the section “Future Plans and Use of Proceeds” in the prospectus for
more details. We may reallocate the funds to be utilized on capital expenditures based on our
ongoing business needs.
CONTRACTUAL COMMITMENTS
Capital Commitments
As of December 31, 2023 and 2024 and June 30, 2025, our capital expenditure contracted
for but not yet incurred is related to plant and machinery, amounting to RMB5.9 million and
RMB0.4 million and RMB0.7 million, respectively.
CONTINGENT LIABILITIES
As of December 31, 2023 and 2024 and June 30, 2025, we did not have any material
contingent liabilities. Our Directors confirm that there has been no material change in our
contingent liabilities since June 30, 2025 to the date of this prospectus.
FINANCIAL INFORMATION
– 460 –


--- page 471 ---
OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS
We did not have, during the periods presented, and we do not currently have, any
off-balance sheet arrangements such as relationships with unconsolidated entities or financial
partnerships, which are often referred to as structured finance or special purpose entities,
established for the purpose of facilitating financing transactions that are not required to be
reflected on our balance sheets.
KEY FINANCIAL RATIOS
The following table set forth our key financial ratios as of the dates indicated:
As of December 31, As of June 30,
2023 2024 2025
Current ratio (1) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.9 0.6 1.0
Note:
(1) Current ratio represents current assets divided by current liabilities as of the same date.
Our current ratio decreased from 0.9 as of December 31, 2023 to 0.6 as of December 31,
2024, mainly due to a decrease in cash and bank balances as we spent cash in our R&D and
repaid certain bank and other borrowings.
Our current ratio increased from 0.6 as of December 31, 2024 to 1.0 as of June 30, 2025,
primarily due to an increase in cash and bank balances as a result of the proceeds received from
our series E3 financing and Ribocure’s equity financing.
MATERIAL RELATED PARTY TRANSACTIONS
We did not have any material related party transactions during the Track Record Period.
See note 34 in the Accountant’s Report set out in Appendix I of this prospectus for details on
our transactions with related parties during the Track Record Period.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Our principal financial instruments comprise cash and bank balances and bank loans. The
main purpose of these financial instruments is to raise finance for our operations. We have
various other financial assets and liabilities such as other receivables and other payables, which
arise directly from our operations.
The main risks arising from our financial instruments are interest rate risk, foreign
currency risk, credit risk and liquidity risk. Our Board of Directors reviews and agrees policies
for managing each of these risks and they are summarized below.
FINANCIAL INFORMATION
– 461 –


--- page 472 ---
Interest Rate Risk
Our exposure to the risk of changes in market interest rates relates primarily to our
long-term debt obligations with a floating interest rate. For further details, see note 37 of the
Accountant’s Report set out in Appendix I to this prospectus.
Foreign Currency Risk
Our major businesses are carried out in Mainland China and Europe, and most of the
transactions are conducted in Renminbi and Euro. Most of our assets and liabilities are
denominated in Renminbi. We do not have material foreign currency risk during the Track
Record Period.
Credit Risk
We trade only with recognized and creditworthy third parties. In addition, receivable
balances are monitored on an ongoing basis and our exposure to bad debts is not significant.
For further details, see note 37 of the Accountant’s Report set out in Appendix I to this
prospectus.
Liquidity Risk
We monitor and maintain a level of cash and cash equivalents deemed adequate by our
management to finance the operations and mitigate the effects of fluctuations in cash flows. For
further details, see note 37 of the Accountant’s Report set out in Appendix I to this prospectus.
Capital Management
The primary objectives of our capital management are to safeguard our ability to continue
as a going concern and to maintain healthy capital ratios in order to support our business and
maximize shareholders’ value. For further details, see note 37 of the Accountant’s Report set
out in Appendix I to this prospectus.
DIVIDENDS
The declaration and payment of any dividends in the future will be determined by our
Shareholders and subject to our Articles of Association and the PRC Company Law, and will
depend on a number of factors, including the successful commercialization of our products as
well as our earnings, capital requirements, overall financial condition and contractual
restrictions. As confirmed by our PRC Legal Advisors, any future net profit that we generate
will be applied to account for our accumulated losses in accordance with the PRC laws, after
which we will be obliged to allocate 10% of our profit to our statutory common reserve fund
until such fund has reached more than 50% of our registered capital. We will therefore only be
able to declare dividends after (i) all our accumulated losses have been accounted for; and (ii)
we have allocated sufficient profit to our statutory common reserve fund as described above.
FINANCIAL INFORMATION
– 462 –


--- page 473 ---
In light of our accumulated losses as disclosed in this prospectus, it is unlikely that we will be
eligible to pay a dividend out of our profits in the foreseeable future. In addition, any future
determination to pay dividends will be made by our Board at their discretion and subject to
Shareholders’ approval, taking into account factors including our actual and expected results
of operations, cash flow and financial position, general business conditions and business
strategies, expected working capital requirements and future expansion plans, legal, regulatory
and contractual restrictions, and other factors that our Board deems to be appropriate. Apart
from the general principles for profit distribution set out in our Articles of Association, we have
not adopted any specific dividend policy. As of the Latest Practicable Date, we had not
established a specified dividend pay-out ratio.
PROPERTIES AND V ALUATION
As of the Latest Practicable Date, we owned land use rights to one parcel of land in
Tianjin, China, with an aggregate site area of approximately 88,509.5 square meters, on which
we owned buildings with an aggregate GFA of approximately 16,194.0 square meters, mainly
used as our manufacturing facilities.
In accordance with the requirement of Rule 5.07 of the Listing Rules, Asia-Pacific
Consulting and Appraisal Limited, an independent property valuer, has valued the relevant
property interests as of October 31, 2025. Particulars of our property interests are set out in
“Appendix IV — V aluation Report” to this prospectus.
The table below sets out the reconciliation between the net book value of our property as
of June 30, 2025 in the Accountants’ Report set out in Appendix I to this prospectus and the
market value of our property as of October 31, 2025, in the Property V aluation Report set out
in Appendix IV to this prospectus.
(RMB’000)
Net book value of our property as of June 30, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118156,042
Capital expenditures /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–
Depreciation adjustments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(583)
Net book value as of October 31, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118147,302
V aluation surplus as of October 31, 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,411
V aluation as of October 31, 2025 as set out in “Appendix IV —
V aluation Report” to this prospectus /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118157,713
FINANCIAL INFORMATION
– 463 –


--- page 474 ---
LISTING EXPENSES
Listing expenses to be borne by us are estimated to be approximately HK$119.9 million
(based on an Offer Price of HK$57.97 per Share), representing approximately 7.5% of the
estimated gross proceeds from the Global Offering assuming no Shares are issued pursuant to
the Offer Size Adjustment Option and the Over-allotment Option. The listing expenses consist
of (i) underwriting-related expenses, including underwriting commission, of approximately
HK$71.9 million, and (ii) non-underwriting-related expenses of approximately HK$48.0
million, comprising (a) fees and expenses of our legal advisors and reporting accountants of
approximately HK$34.7 million, and (b) other fees and expenses of approximately HK$13.3
million. During the Track Record Period, listing expenses of RMB21.4 million (HK$23.6
million) was charged to our consolidated statements of profit or loss and RMB4.1 million
(HK$4.5 million) is expected to be accounted for as a deduction from equity upon the Listing.
After the Track Record Period, approximately HK$24.0 million is expected to be charged to
our consolidated statements of profit or loss, and approximately HK$67.9 million is expected
to be accounted for as a deduction from equity upon the Listing. The listing expenses above
are the latest practicable estimate for reference only, and the actual amount may differ from this
estimate.
UNAUDITED PRO FORMA ADJUSTED NET TANGIBLE ASSETS
The following unaudited pro forma statement of adjusted consolidated net tangible assets
of our Group has been prepared in accordance with Rule 4.29 of the Listing Rules and with
reference to Accounting Guideline 7 Preparation of Pro Forma Financial Information for
inclusion in Investment Circulars issued by the Hong Kong Institute of Certified Public
Accountants for illustration purposes only, and is set out here to illustrate the effect of the
Global Offering on the consolidated net tangible assets of our Group attributable to owners of
our Company as of June 30, 2025 as if the Global Offering had taken place on June 30, 2025.
The unaudited pro forma statement of adjusted consolidated net tangible assets of our
Group has been prepared for illustrative purposes only and because of its hypothetical nature,
it may not provide a true picture of the consolidated net tangible assets of our Group
attributable to owners of our Company had the Global Offering been completed as of June 30,
2025 or any future dates.
Consolidated net
tangible liabilities
of our Group
attributable to
owners of our
Company as of
June 30, 2025
Estimated net
proceeds from the
Global Offering
Unaudited pro
forma adjusted
consolidated net
tangible assets of
our Group
attributable to
owners of our
Company as of
June 30, 2025
Unaudited pro forma adjusted
consolidated net tangible assets
attributable to owners of our
Company per share as of
June 30, 2025
RMB’000 RMB’000 RMB’000 RMB HK$
(note 1) (note 2) (note 3) (note 4, 5)
Based on an Offer Price
of HK$57.97 per Share /H1118 (143,079) 1,357,521 1,214,442 7.70 8.50
FINANCIAL INFORMATION
– 464 –


--- page 475 ---
Notes:
1. The consolidated net tangible liabilities of our Group attributable to owners of our Company as of June
30, 2025 is based on consolidated net liabilities of our Group attributable to owners of our Company
as of June 30, 2025 of approximately RMB58,430,000, after deducting intangible assets of our Group
as of June 30, 2025 of approximately RMB84,649,000 as shown in the Accountants’ Report set out in
Appendix I to this prospectus.
2. The estimated net proceeds from the Global Offering are based on the Offer Price of HK$57.97 per
Share, after the deduction of underwriting fees and other listing related expenses payable by our
Company (excluding listing expenses of RMB21,362,000 which have been recognized in profit or loss
during the Track Record Period), and do not take into account any Share which may be sold and offered
upon exercise of the Offer Size Adjustment Option or the Over-allotment Option.
3. The unaudited pro forma adjusted consolidated net tangible assets attributable to owners of our
Company per Share are arrived at after adjustments referred to in preceding and on the basis that
157,632,445 Shares are in issue, assuming that the Global Offering had been completed on June 30,
2025, without taking into account of any Shares which may be allotted and issued upon the exercise of
the Offer Size Adjustment Option or the Over-allotment Option or any subsequent events as shown in
the Accountants’ Report set out in Appendix I to this prospectus.
4. For the purpose of this unaudited pro forma statement of adjusted consolidated net tangible assets, the
balances stated in Renminbi are converted into Hong Kong dollars at an exchange rate of HK$1 to
RMB0.90675. No representation is made that the Hong Kong dollar amounts have been, could have been
or may be converted to Renminbi, or vice versa, at that rate or any other rates or at all.
5. No adjustment has been made to the unaudited pro forma adjusted consolidated net tangible assets of
our Group to reflect any trading results or other transactions for our Group entered into subsequent to
June 30, 2025. Based on the Offer Price of HK$57.97 per Share, the unaudited pro forma adjusted
consolidated net tangible assets attributable to owners of our Company per Share is HK$9.32 after
adjustments of the Pre-IPO investments from series E3 financing and on the basis that 161,690,510
Shares are in issue assuming the Global Offering had been completed on June 30, 2025.
6. By comparing the valuation of our Group’s selected property interest of RMB157,713,000 as set out in
Appendix IV to this prospectus and the unaudited net book value of the selected property as of October
31, 2025, the net revaluation surplus is approximately RMB10,411,000, which has not been included in
the above consolidated net tangible assets of our Group attributable to owners of our Company as of
June 30, 2025. The revaluation of our Group’s selected property interest will not be incorporated in our
Group’s financial information. If the revaluation surplus is to be included in our Group’s financial
information, an additional depreciation charge of approximately RMB473,000 per annum relating to the
selected property interest would be recorded.
NO MATERIAL ADVERSE CHANGE
After performing sufficient due diligence work which our Directors consider appropriate
and after due and careful consideration, our Directors confirm that, up to the date of this
prospectus, there has been no material adverse change in our financial or trading position or
prospects since June 30, 2025, which is the end date of the periods reported on in the
Accountants’ Report included in Appendix I to this prospectus, and there is no event since June
30, 2025 that would materially affect the information as set out in the Accountants’ Report
included in Appendix I to this prospectus.
DISCLOSURE UNDER RULES 13.13 TO 13.19 OF THE LISTING RULES
Our Directors confirm that, as of the Latest Practicable Date, they were not aware of any
circumstance that would give rise to a disclosure requirement under Rules 13.13 to 13.19 of the
Listing Rules.
FINANCIAL INFORMATION
– 465 –


--- page 476 ---
THE CORNERSTONE PLACING
We have entered into cornerstone investment agreements (each a “ Cornerstone
Investment Agreement ”, and together the “ Cornerstone Investment Agreements ”) with the
cornerstone investors set out below (each a “ Cornerstone Investor ”, and together the
“Cornerstone Investors ”), pursuant to which the Cornerstone Investors have agreed to,
subject to certain conditions, subscribe, or cause their designated entities to subscribe, at the
Offer Price for such number of Offer Shares (rounded down to the nearest whole board lot of
200 H Shares) that may be purchased for an aggregate amount of approximately US$100.00
million (or approximately HK$778.05 million, calculated based on an exchange rate of
US$1.00 to HK$7.78053) (exclusive of brokerage fee, the SFC transaction levy, the AFRC
transaction levy and the Stock Exchange trading fee) (the “ Cornerstone Placing ”). Based on
the Offer Price of HK$57.97 per Offer Share, the total number of Offer Shares to be subscribed
by the Cornerstone Investors would be 13,420,400 Offer Shares. The table below reflects the
shareholding percentage immediately after the completion of the Global Offering.
Assuming the Offer Size Adjustment Option is not exercised Assuming Offer Size Adjustment Option is fully exercised
Assuming the Over-allotment
Option is not exercised
Assuming the Over-allotment
Option is fully exercised
Assuming the Over-allotment
Option is not exercised
Assuming the Over-allotment
Option is fully exercised
Approximate %
of the Offer
Shares
Approximate %
of the Shares in
issue upon
completion of
the Global
Offering
Approximate %
of the Offer
Shares
Approximate %
of the Shares in
issue upon
completion of
the Global
Offering
Approximate %
of the Offer
Shares
Approximate %
of the Shares in
issue upon
completion of
the Global
Offering
Approximate %
of the Offer
Shares
Approximate %
of the Shares in
issue upon
completion of
the Global
Offering
48.8% 8.3% 42.5% 8.1% 42.5% 8.1% 36.9% 7.9%
We believe that the Cornerstone Placing signifies our Cornerstone Investors’ confidence
in our Company and its business prospect, and that the Cornerstone Placing will help to raise
the profile of our Company. We became acquainted with each of the Cornerstone Investors
through introduction by the Overall Coordinators of the Global Offering, save for Erik Selin
Fastigheter Aktiebolag (“ Erik Selin Fastigheter AB ”), a substantial shareholder of Ribocure
AB.
Among the Cornerstone Investors, Erik Selin Fastigheter AB is a substantial shareholder
of Ribocure AB and therefore a core connected person of our Company. The Cornerstone
Placing will form part of the International Offering, and the Cornerstone Investors and their
respective close associates will not subscribe for any Offer Shares under the Global Offering
(other than pursuant to the Cornerstone Investment Agreements). Erik Selin Fastigheter AB has
been permitted to participate in the Cornerstone Placing pursuant to paragraph 18 of Chapter
2.3 of the Guide for New Listing Applicants under a waiver from strict compliance with the
requirements under Rule 9.09(b) of the Listing Rules. For further details of the
abovementioned waivers and consents, see “Waivers from Strict Compliance with the Listing
Rules and Exemptions from Strict Compliance with the Companies (Winding Up and
Miscellaneous Provisions) Ordinance” in this prospectus. The Offer Shares to be subscribed by
CORNERSTONE INVESTORS
– 466 –


--- page 477 ---
the Cornerstone Investors will rank pari passu in all respects with the fully paid H Shares in
issue following the Global Offering of the Company. The Offer Shares to be subscribed by the
Cornerstone Investors will be counted towards the public float of our Company under Rule
8.08 (as amended and replaced by Rule 19A.13A of the Listing Rules) of the Listing Rules,
save for the Offer Shares to be allocated to Erik Selin Fastigheter AB. Immediately following
the completion of the Global Offering, the Cornerstone Investors or their close associates will
not, by virtue of their cornerstone investments, have any Board representation in our Company;
and none of the Cornerstone Investors and their close associates will become a substantial
Shareholder of our Company. Other than a guaranteed allocation of the relevant Offer Shares
at the final Offer Price, the Cornerstone Investors do not have any preferential rights under
each of their respective Cornerstone Investment Agreements, as compared with other public
Shareholders. There are no side arrangements or agreements between our Company and the
Cornerstone Investors or any benefit, direct or indirect, conferred on the Cornerstone Investors
by virtue of or in relation to the Listing, other than a guaranteed allocation of the relevant Offer
Shares at the final Offer Price, following the principles as set out in Chapter 4.15 of the Guide
for New Listing Applicants.
To the best knowledge of our Company, (i) each of the Cornerstone Investors (other than
Erik Selin Fastigheter AB) is an Independent Third Party; (ii) save for the fact that Erik Selin
Fastigheter AB is a substantial shareholder of a subsidiary of the Company, none of the
Cornerstone Investors is accustomed to taking instructions from our Company, the Directors,
chief executive of our Company, our Single Largest Group of Shareholders, substantial
Shareholders or existing Shareholders or any of its respective subsidiaries or their respective
close associates in relation to the acquisition, disposal, voting or other disposition of H Shares
registered in its name or otherwise held by it; (iii) save for the fact that Erik Selin Fastigheter
AB is a substantial shareholder of a subsidiary of the Company, none of the subscription of the
relevant Offer Shares by any of the Cornerstone Investors is financed by our Company, the
Directors, chief executive of our Company, our Single Largest Group of Shareholders,
substantial Shareholders or existing Shareholders or any of its respective subsidiaries or their
respective close associates; (iv) each Cornerstone Investor will be utilizing its internal
financial resources, financial resources of its shareholders or (in the case of Cornerstone
Investors which are funds or investment managers) the assets managed for its investors as its
source of funding for the subscription of the Offer Shares, and it has sufficient funds to settle
its respective investment under the Cornerstone Placing; and (v) each of the Cornerstone
Investors has confirmed that all necessary approvals have been obtained with respect to the
Cornerstone Placing and that no specific approval from any stock exchange (if relevant) is
required for the relevant Cornerstone Placing.
CORNERSTONE INVESTORS
– 467 –


--- page 478 ---
The Cornerstone Investors have agreed to pay in full for the relevant Offer Shares that
they have subscribed before dealings in the Company’s H Shares commence on the Stock
Exchange. Some of the Cornerstone Investors have agreed that our Company, the
Sponsor-Overall Coordinators may in their sole discretion defer the delivery of all or part of
the Offer Shares it will subscribe to on a date later than the Listing Date. Such delayed delivery
arrangement is in place to facilitate the over-allocation in the International Offering. There will
be no delayed delivery if there is no over-allocation in the International Offering. Where
delayed delivery takes place, (i) there would be delayed delivery of Offer Shares to some of
the Cornerstone Investors based on commercial negotiations with the Cornerstone Investors,
(ii) the delayed delivery date should be no later than three business days following the last day
on which the Over-allotment Option may be exercised, (iii) no extra payment will be made to
the relevant Cornerstone Investors for the purpose of the delayed delivery arrangement, and
(iv) each of the Cornerstone Investors has agreed that it shall nevertheless pay for the relevant
Offer Shares in full before the Listing. As such, there will not be any deferred settlement in
payment by the Cornerstone Investors.
Details of the actual number of Offer Shares to be allocated to the Cornerstone Investors
will be disclosed in the allotment results announcement of our Company to be published on or
around January 8, 2026.
CORNERSTONE INVESTORS
– 468 –


--- page 479 ---
OUR CORNERSTONE INVESTORS
The table below sets forth details of the Cornerstone Placing, based on the Offer Price of
HK$57.97 set out in this prospectus:
Assuming the Offer Size Adjustment Option is not exercised Assuming Offer Size Adjustment Option is fully exercised
Assuming the
Over-allotment
Option is not
exercised
Assuming the
Over-allotment
Option is not
exercised
Assuming the
Over-allotment
Option is fully
exercised
Assuming the
Over-allotment
Option is fully
exercised
Assuming the
Over-allotment
Option is not
exercised
Assuming the
Over-allotment
Option is not
exercised
Assuming the
Over-allotment
Option is fully
exercised
Assuming the
Over-allotment
Option is fully
exercised
Cornerstone Investor Investment amount (1)
Number of
Offer
Shares (2)
Approximate
% of the Offer
Shares
Approximate
%o ft h e
Shares in issue
upon
completion of
the Global
Offering
Approximate
% of the Offer
Shares
Approximate
%o ft h e
Shares in issue
upon
completion of
the Global
Offering
Approximate
% of the Offer
Shares
Approximate
% of the
Shares in issue
upon
completion of
the Global
Offering
Approximate
% of the Offer
Shares
Approximate
% of the
Shares in issue
upon
completion of
the Global
Offering
(US$ in
millions)
(HK$ in
millions)
Arc Avenue /H1118/H1118/H1118/H11185.00 38.90 671,000 2.4% 0.4% 2.1% 0.4% 2.1% 0.4% 1.8% 0.4%
Bright Stone /H1118/H1118/H1118 4.00 31.12 536,800 2.0% 0.3% 1.7% 0.3% 1.7% 0.3% 1.5% 0.3%
China AMC /H1118/H1118/H1118/H111815.00 116.71 2,013,200 7.3% 1.2% 6.4% 1.2% 6.4% 1.2% 5.5% 1.2%
Da Cheng
International and
Dacheng Fund
(3) /H1118 15.00 116.71 2,013,200 7.3% 1.2% 6.4% 1.2% 6.4% 1.2% 5.5% 1.2%
Erik Selin
Fastigheter AB /H1118 10.00 77.81 1,342,000 4.9% 0.8% 4.2% 0.8% 4.2% 0.8% 3.7% 0.8%
Himension Fund /H1118/H1118 10.00 77.81 1,342,000 4.9% 0.8% 4.2% 0.8% 4.2% 0.8% 3.7% 0.8%
IvyRock /H1118/H1118/H1118/H1118/H11184.00 31.12 536,800 2.0% 0.3% 1.7% 0.3% 1.7% 0.3% 1.5% 0.3%
Mingxin Growth
V entures /H1118/H1118/H1118/H111810.00 77.81 1,342,000 4.9% 0.8% 4.2% 0.8% 4.2% 0.8% 3.7% 0.8%
Springs Capital
(Hong Kong) /H1118/H1118 10.00 77.81 1,342,000 4.9% 0.8% 4.2% 0.8% 4.2% 0.8% 3.7% 0.8%
Taikang Life /H1118/H1118/H111812.00 93.37 1,610,400 5.9% 1.0% 5.1% 1.0% 5.1% 1.0% 4.4% 0.9%
Tenbagger
Nengxin,
Tenbagger Ziran
and Huatai
Capital
Investment
Limited /H1118/H1118/H1118/H11185.00 38.90 671,000 2.4% 0.4% 2.1% 0.4% 2.1% 0.4% 1.8% 0.4%
CORNERSTONE INVESTORS
– 469 –


--- page 480 ---
Notes:
(1) Exclusive of brokerage, the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction
levy. Calculated based on an exchange rate of US$1.00 to HK$7.78053. The actual investment amount is
denominated in Hong Kong dollars.
(2) Rounded down to the nearest whole board lot of 200 H Shares. The exact number of H Shares to be subscribed
by the Cornerstone Investors will be subject to the exchange rate as prescribed in the relevant cornerstone
investment agreement.
(3) The investment amount of Da Cheng International and Dacheng Fund is US$12.00 million and US$3.00
million, respectively.
The information about our Cornerstone Investors set forth below has been provided by the
Cornerstone Investors in connection with the Cornerstone Placing.
Arc Avenue
Arc Avenue Asset Management Pte. Ltd. (“ Arc Avenue ”) is a fund management company
incorporated in Singapore and regulated by the Monetary Authority of Singapore (“ MAS”). It
holds an Accredited/Institutional Licensed Fund Management Company (A/I LFMC) license,
authorizing it to manage investment funds exclusively for accredited and institutional
investors. It specializes in asset management, with a primary focus on equity investment funds.
Arc Avenue has a market-renowned investment team, focusing on investments in industries
such as AI, TMT, consumer, healthcare, and advanced manufacturing, aiming to identify
outstanding companies that transform industry business models and the most forward-thinking
entrepreneurs through in-depth industry analysis and accurate grasp of emerging technology
and consumer trends. Arc Avenue serves as the discretionary investment manager to Enreal
China Master Fund and Forreal China V alue Fund. These two funds are focused on investing
in healthcare-driven opportunities in China. Specifically, they invest in the Hong
Kong/mainland China equity market as well as ADRs. The ultimate beneficial owner of Enreal
China Master Fund and Forreal China V alue Fund holding 30% or more of its interest is a
global institutional investor with several hundred billion USD of assets under management
rather than an individual investor.
Bright Stone
Bright Stone Holdings Limited (“ Bright Stone ”) is a limited liability company
incorporated in Hong Kong. Bright Stone is wholly owned by Win Bright Worldwide Limited,
which is ultimately owned by Xu Hang, an Independent Third party. Bright Stone is principally
engaged in equity investments in the artificial intelligence, semiconductor and biotechnology
sectors.
CORNERSTONE INVESTORS
– 470 –


--- page 481 ---
China AMC
China Asset Management (Hong Kong) Limited (ږ(ಥ)ʮ̡)( “ China
AMC (HK )”) is a wholly-owned subsidiary of China Asset Management Co., Ltd., (“ China
AMC”), which is owned as to 62.2% by CITIC Securities Company Limited (a company listed
on the Shanghai Stock Exchange with stock code 600030 and on the Hong Kong Stock
Exchange with stock code 6030). Save for CITIC Securities Company Limited, no other
shareholder holds 30% or more equity interests in China AMC. China AMC (HK) will hold the
Offer Shares subscribed through the Cornerstone Placing on behalf of funds managed by it on
a discretionary basis. No single beneficial owner holds 30% or more interest in any of the
underlying funds of China AMC(HK). To the best knowledge of China AMC (HK), the
underlying investors of such funds are Independent Third Parties. As a top Chinese fund
management company in Hong Kong, China AMC (HK) is committed to developing offshore
and cross-border asset management businesses by leveraging the expertise of its experienced
investment and research teams and its shareholder companies’ resources, services and
connections in Mainland China. China AMC provides a full range of services to retail and
institutional investors home and abroad, covering equity, fixed income, money markets, etc.
With more than RMB3.03 trillion in assets under management (including that of subsidiaries)
as of June 30, 2025, it is one of the largest asset managers in China. China AMC provides
services to National Social Security Fund, corporate pensions, separate accounts, sovereign
funds in Europe, America, and Asia, central banks, pensions, banks, asset managers, securities
companies and other overseas institutional clients.
Da Cheng International and Dacheng Fund
Established in Hong Kong on March 19, 2009 with registered capital of HK$200 million,
Da Cheng International Asset Management Company Limited (“ Da Cheng International ”), a
wholly-owned subsidiary of Dacheng Fund Management Company Limited (“ Dacheng
Fund ”), strives to provide comprehensive and integrated asset management and investment
consultancy services for its clients. Pursuant to the SFO, Da Cheng International was licensed
to carry out Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset
management) regulated activities, and it obtained the qualification as an investment manager
of the National Social Security Fund in 2015 to serve as an investment manager of the National
Council for Social Security Fund of the People’s Republic of China (ଣԫ
ึ). Da Cheng International acts as the investment manager or investment advisor, with
discretionary investment power for certain funds and accounts (collectively the “ Dacheng
International Funds ”) which are managed or sub-managed by Da Cheng International. Save
for certain investors holding 30% or more interest, no other single ultimate beneficial owner
holds 30% or more interests in each of the Dacheng International Funds. All underlying
investors in each of the Dacheng International Funds are Independent Third Parties. Da Cheng
International has a mature product line, which consists of public funds (including investments
in China’s securities markets and overseas securities markets), private funds and portfolios of
discretionary accounts. Da Cheng International is one of the eleven Hong Kong subsidiaries
with QFII/RQFII qualifications issued by CSRC and one of the only four holders of the
National Social Security Fund Overseas Investment Manager qualification. In October 2018,
Da Cheng International became one of the first batch to obtain the Hong Kong Stock Connect
Overseas Investment Consultant Qualification.
CORNERSTONE INVESTORS
– 471 –


--- page 482 ---
Dacheng Fund was established on April 12, 1999, with a registered capital of RMB200
million. Dacheng Fund is one of the first ten fund management companies approved in China.
Dacheng Fund is based in Shenzhen with three marketing headquarters in northern, eastern and
southern China and five branches in places like Beijing and Shanghai. Dacheng Fund’s
principal business covers mutual funds, institutional investment, overseas investment, wealth
management, social security fund and pension fund management. Dacheng Fund is held by
Zhongtai Trust Co., Ltd. as to 50%, Everbright Securities Co., Ltd. (a company listed on the
Stock Exchange (stock code: 6178) and the Shanghai Stock Exchange (stock code: 601788))
as to 25%, and China Galaxy Investment Management Co., Ltd. as to the remaining 25%,
respectively. The only shareholder holding 30% or more in Zhongtai Trust Co., Ltd. is China
Huawen Investment Co., Ltd. (ʮ̡), a company wholly owned by
Beijing International Trust Co., Ltd. (Derui Equity Investment Fund Collective Capital Trust
Plan) (ʮ̡(ྌ)), the ultimate beneficial
owner of which is People’s Government of Beijing Municipality. Offer Shares subscribed by
Dacheng Fund in the Cornerstone Placing is held for Dacheng HKIPO Selected Mixed
Securities Investment Fund (QDII) (ږQDII)), with all
underlying investors being Independent Third Parties and no single ultimate beneficial owner
holding 30% or more interests therein.
Erik Selin Fastigheter AB
Erik Selin Fastigheter Aktiebolag (“ Erik Selin Fastigheter AB ”) is registered as a private
limited liability company in Sweden on March 15, 1999. Erik Selin Fastigheter AB is primarily
engaged in property ownership, management, and development, generating income mainly
from rental operations. In addition to its property activities, it holds significant financial
investments in various listed companies across multiple sectors (notably a large stake in
Fastighets AB Balder, one of the largest real-estate groups in the Nordics). Its core
geographical market is Sweden, with indirect exposure to other markets through its listed
holdings.
Erik Selin is the ultimate beneficial owner as well as the sole shareholder in Erik Selin
Fastigheter AB. Erik Selin is an experienced investor with a long track record of participating
in public equity markets, including sizeable cornerstone and strategic investments in listed
companies. His investment approach usually emphasizes disciplined capital allocation,
long-term value creation, demonstrating relevant expertise for supporting companies in IPOs
and providing stable anchor investment backing. Erik Selin is also the founder, chief executive
officer, and controlling owner of Fastighets AB Balder.
Erik Selin Fastigheter AB holds 32.65% in Ribocure AB, being its substantial
shareholder, and thus constitute a core connected person of the Company.
CORNERSTONE INVESTORS
– 472 –


--- page 483 ---
Himension Fund
Himension Fund (“ Fund ”) is an exempted company incorporated in the Cayman Islands.
The Fund seeks to generate returns by implementing a global, multi-asset class strategy that is
premised on in-depth research on market fundamentals. The Fund is managed on a
discretionary basis by Himension Capital (Singapore) Pte. Ltd (“ Himension Capital ”), which
holds a capital markets services licence and is regulated by the MAS. Himension Capital is
wholly-owned by Cao Ting and Chen Jie collectively. To the best knowledge of the Fund, all
investors of the Fund are Independent Third Parties. Save and except for Discovery V alue
Fund, none of the other investors of the Fund holds 30% or more of interests in the Fund.
IvyRock
IvyRock Asset Management (HK) Limited (“ IvyRock ”) is incorporated in Hong Kong
with limited liability and licensed by the SFC to carry on type 9 (asset management) regulated
activity. The firm is ultimately majority owned by Mr. Y ong HUANG.
IvyRock is a discretionary investment manager of certain commingled funds and
institutional separate managed accounts (together, the “ IvyRock Funds ”). IvyRock subscribes
for the Offer Shares through Ivyrock China Focus Master Fund, IvyRock China Equity Master
Fund and ABS Direct Equity Fund LLC, Asia Series 6. None of the investors of Ivyrock China
Focus Master Fund and ABS Direct Equity Fund LLC, Asia Series 6 holds 30% or more equity
interest therein. The only investor which holds 30% or more equity interest in IvyRock China
Equity Master Fund is Ivy Pacific GX Limited, which is controlled by QI Xiuguo, an
Independent Third Party.
The IvyRock Funds pursue to achieve long-term capital appreciation by investing
primarily in the listed securities of companies which have great exposure to the Greater China
region with a fundamentals-driven approach. The IvyRock Funds primarily invest in sectors
including consumers, healthcare, TMT/Internet, and advanced manufacturing.
Mingxin Growth Ventures
Mingxin Growth V entures LS2 Limited (“ Mingxin Growth Ventures ”) was incorporated
in British Virgin Islands on December 13, 2025. Its business scope mainly focuses on equity
investment in biotechnology industry.
Mingxin Growth V entures is 99.9% owned by Regal Gardens Fort Limited, which is in
turn wholly owned by WEN Baoma, an Independent Third Party.
CORNERSTONE INVESTORS
– 473 –


--- page 484 ---
Springs Capital (Hong Kong)
Springs Capital (Hong Kong) Limited (“ Springs Capital (Hong Kong) ”) is a limited
liability company incorporated in Hong Kong, and is primarily engaged in asset management.
It is licensed to carry out Type 1 (Dealing in securities), Type 4 (Advising on securities) and
Type 9 (Asset management) regulated activities under the Securities and Futures Ordinance.
Mr. Zhao Jun is the founder of Springs Capital (Hong Kong) and Springs Capital (Hong Kong)
acts as the investment manager or investment advisor, with discretionary investment power for
three funds and accounts (collectively the “ Springs Funds ”) which are managed or
sub-managed by Springs Capital (Hong Kong). No single ultimate beneficial owner holds 30%
or more interests in each of the Springs Funds. Springs Capital (Hong Kong) is entering the
cornerstone investment agreement with the Company in its capacity as an investment manager
or investment advisor on behalf of the Springs Funds.
Taikang Life
Taikang Life Insurance Co., Ltd. (“ Taikang Life ”), a company incorporated in China, is
a wholly-owned subsidiary of Taikang Insurance Group Inc. There is no shareholder holding
30% or more in Taikang Insurance Group Inc. Taikang Life provides a full range of personal
security and investment and wealth management products and services for individuals and
families. The products on offer correspond to the different requirements of customers in terms
of market segments such as the children and teenagers, females and high-income population
groups. They also meet multidimensional demands regarding health care and accident cover,
pensions and wealth management, among others. Taikang Insurance Group Inc. is an insurance
and financial service conglomerate focused on insurance, asset management and health and
elderly care as main businesses. The Beijing-headquartered company consists of several
subsidiaries including Taikang Life, Taikang AMC, Taikang Pension, Taikang Healthcare,
Taikang Health, and TK.CN. Its product offering covers life insurance, internet-based financial
insurance, enterprise annuity, asset management, health and elderly care, health management
and commercial real estate, among others.
Tenbagger Nengxin, Tenbagger Ziran and Huatai Capital Investment Limited (in
connection with Huatai OTC Swaps)
Huatai Capital Investment Limited (“ HTCI ”) will act as the single counterparty of a
back-to-back total return swap transaction (the “ Huatai Back-to-back TRS ”) to be entered
into by HTCI and Huatai Securities Co., Ltd. (“ Huatai Securities ”) in connection with a total
return swap transaction (the “ Huatai Client TRS ”) fully funded by the ultimate clients (the
“Ultimate Clients ”), by which HTCI will ultimately pass the full economic return and loss of
the Offer Shares placed to HTCI to the Ultimate Clients. HTCI will hold the beneficial interest
of the Offer Shares on a non-discretionary basis to hedge the Huatai Back-to-back TRS in
connection with the Huatai Client TRS order placed by Tenbagger Nengxin (as defined below)
and Tenbagger Ziran (as defined below) respectively, acting in their respective capacity as
investment managers for and on behalf of the relevant Ultimate Clients, and will pass on the
full economic return and loss of the Offer Shares ultimately to the relevant Ultimate Clients
CORNERSTONE INVESTORS
– 474 –


--- page 485 ---
through the Huatai Back-to-back TRS and the Huatai Client TRS, subject to customary fees and
commissions. HTCI will not take part in any economic return or bear any economic loss in
relation to the Offer Shares, save as customary fees and commission. The Ultimate Clients may,
after the expiration of the lock-up period beginning from the date of the cornerstone agreement
entered into among HTCI, the Company and the Joint Sponsors, and ending on the date which
is six months from the Listing Date, request to early terminate the Huatai Client TRS at their
own discretions. Upon the final maturity or early termination of the Huatai Client TRS by the
Ultimate Clients, HTCI will accordingly terminate the Huatai Back-to-back TRS and dispose
of the Offer Shares on the secondary market and the Ultimate Clients will receive a final
settlement amount of the Huatai Client TRS in cash in accordance with the terms and
conditions of the Huatai Back-to-back TRS and the Huatai Client TRS. Despite that HTCI will
hold the legal title and the voting right of the Offer Shares by itself, it will not exercise the
voting right of the Offer Shares during the tenor of the Huatai Back-to-back TRS.
To the best of HTCI’s knowledge after having made all reasonable inquiries, each of the
Ultimate Clients is an independent third party of (i) the Company, the connected persons or
associates thereof, and (ii) HTCI and the companies which are members of the same group of
HTCI.
HTCI is an indirectly wholly-owned subsidiary of Huatai Securities, of which its shares
are listed on the Shanghai Stock Exchange (stock code: 601688.SH) and the Stock Exchange
(stock code: 6886), and the global depositary receipts of which are listed on the London Stock
Exchange (LON: HTSC).
The Ultimate Clients are certain private investment schemes managed by Tenbagger
Capital (Shanghai, Nengxin), LP . (၍ଣΥྫΆุ(Υྫ))
(“Tenbagger Nengxin ”) and by Tenbagger Capital (Shanghai, Ziran), LP . (Ԏҳ༟
၍ଣΥྫΆุ(Υྫ)) (“ Tenbagger Ziran ”), respectively, on a discretionary basis. Save
for Wu Huaming (׼Hu Jianping (̻) (the spouse of Wu Huaming), Fan Xiaohong
(ߎShen Pingping ( ӏററ), Chen Ailing (ޛand Hu Xuehong (ߎthere is no
other ultimate beneficial owner holding 30% or more interests in any of the Ultimate Clients.
Tenbagger Nengxin is a limited partnership established in the PRC, which is engaged in
asset management and investment management with a primary focus on investments in
secondary market, and holds the Qualification of Private Investment Fund Manager ( ӷ෍ҳ༟
ࣸaccredited by the Asset Management Association of China ( ʕ਷ᗇՎҳ༟ਿ
ุ՘ึ). The general partner of Tenbagger Nengxin is Tenbagger Investment Management
(Beijing) Co., Ltd. (Ԏҳ༟၍ଣ(̏ԯ)ʮ̡)( “Tenbagger Capital ”), which is owned by
Hu Jianping as to 80%. Save for Hu Jianping, who currently holds 63.75% partnership interest,
no other individual or entity has more than 30% partnership interest in Tenbagger Nengxin. All
the individuals or entities holding partnership interest in Tenbagger Nengxin are Independent
Third Parties.
CORNERSTONE INVESTORS
– 475 –


--- page 486 ---
Tenbagger Ziran is a limited partnership established in the PRC, which is engaged in asset
management and investment management with a primary focus on investments in secondary
market, and holds the Qualification of Private Investment Fund Manager (၍ଣ
ࣸaccredited by the Asset Management Association of China (ุ՘ึ).
The general partner of Tenbagger Ziran is Tenbagger Capital. Save for Hu Jianping, who
currently holds 68.5% partnership interest, no other individual or entity has more than 30%
partnership interest in Tenbagger Ziran. All the individuals or entities holding partnership
interest in Tenbagger Ziran are Independent Third Parties.
CLOSING CONDITIONS
The obligation of each Cornerstone Investor to subscribe for the Offer Shares under the
respective Cornerstone Investment Agreement is subject to, among other things, the following
closing conditions (as the case may be):
(i) the Underwriting Agreements for the Hong Kong Public Offering and the
International Offering being entered into and having become effective and
unconditional (in accordance with their respective original terms or as subsequently
waived or varied by agreement of the parties thereto) by no later than the time and
date as specified in the Underwriting Agreements, and neither of the aforesaid
Underwriting Agreements having been terminated;
(ii) the Offer Price having been agreed upon between our Company and the Overall
Coordinators (for themselves and on behalf of the underwriters of the Global
Offering);
(iii) the Listing Committee of the Stock Exchange having granted the approval for the
listing of, and permission to deal in, the H Shares (including the Offer Shares
subscribed for by the Cornerstone Investors) as well as other applicable waivers and
approvals, and such approval, permission or waiver having not been revoked prior
to the commencement of dealings in the H Shares on the Stock Exchange;
(iv) no laws shall have been enacted or promulgated by any governmental authority
which prohibits the consummation of the transactions contemplated in the Global
Offering or in the respective Cornerstone Investment Agreements and there shall be
no orders or injunctions from a court of competent jurisdiction in effect precluding
or prohibiting consummation of such transactions; and
(v) the respective acknowledgements, representations, warranties, undertakings and
confirmations of relevant Cornerstone Investor under the respective Cornerstone
Investment Agreement are accurate and true in all material respects and not
misleading and that there is no material breach of the Cornerstone Investment
Agreement on the part of the relevant Cornerstone Investor.
CORNERSTONE INVESTORS
– 476 –


--- page 487 ---
RESTRICTIONS ON THE CORNERSTONE INVESTORS
Each of the Cornerstone Investors has agreed that it will not, whether directly or
indirectly, at any time during the period of six months from (and inclusive of) the Listing Date
(the “ Lock-up Period ”), dispose of, in any way, any of the Offer Shares or any interest in any
company or entity holding such Offer Shares that they have purchased pursuant to the relevant
Cornerstone Investment Agreement, save for certain limited circumstances, such as transfers to
any of its wholly-owned subsidiaries who will be bound by the same obligations of such
Cornerstone Investor, including the Lock-up Period restriction.
CORNERSTONE INVESTORS
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--- page 488 ---
FUTURE PLANS AND PROSPECTS
See “Business — Our Business Strategies” for a detailed description of our future plans.
USE OF PROCEEDS
We estimate that we will receive net proceeds from the Global Offering of approximately
HK$1,473.6 million, after deducting underwriting commissions, fees and estimated expenses
payable by us in connection with the Global Offering, and based on an Offer Price of HK$57.97
per Share and assuming that the Offer Size Adjustment Option and the Over-allotment Option
are not exercised.
Based on an Offer Price of HK$57.97 and assuming that the Offer Size Adjustment
Option and the Over-allotment Option are not exercised, we currently intend to apply these net
proceeds for the following purposes:
 Approximately 37.4%, or HK$551.0 million, will be used for the research and
development of our Core Product, RBD4059, of which:
– approximately 35.0%, or HK$515.9 million (including HK$417.2 million of
clinical trial and testing expenses and HK$98.7 million of staff costs), will be
used for the ongoing and planned clinical trials of RBD4059, including its
ongoing phase 2a trial in Sweden for patients with high-risk coronary artery
disease, planned phase 2b trials and global phase 3 trial, among others; and
– approximately 2.4%, or HK$35.1 million, will be used to fund the CMC and
process development activities of RBD4059.
For details of RBD4059’s clinical development plan, see “Business — Our Pipeline
— Cardiovascular, Metabolic and Renal Diseases — RBD4059 — Clinical
Development Plan.”
 Approximately 19.6%, or HK$288.7 million, will be used for the research and
development of RBD5044, of which:
– approximately 16.8%, or HK$247.6 million (including HK$198.3 million of
clinical trial and testing expenses and HK$49.3 million of staff costs), will be
used for the ongoing and planned clinical trials of RBD5044, including its
ongoing phase 2 trial in Sweden for patients with mixed dyslipidemia and
global phase 3 trial, among others; and
– approximately 2.8%, or HK$41.1 million, will be used to fund the CMC and
process development activities of RBD5044.
For details of RBD5044’s clinical development plan, see “Business — Our Pipeline
— Cardiovascular, Metabolic and Renal Diseases — RBD5044 — Key Milestones
and Next Steps.”
FUTURE PLANS AND USE OF PROCEEDS
– 478 –


--- page 489 ---
 Approximately 15.9%, or HK$234.6 million, will be used for the research and
development of RBD1016, of which:
– approximately 11.7%, or HK$173.1 million (including HK$133.6 million of
clinical trial and testing expenses and HK$39.5 million of staff costs), will be
used for the ongoing and planned clinical trials of RBD1016 for the treatment
of CHB, including its phase 2 global MRCT in Sweden and Hong Kong and
global phase 3 trial, among others;
– approximately 2.4%, or HK$35.0 million (including HK$26.7 million of
clinical trial and testing expenses and HK$8.3 million of staff costs), will be
used for the ongoing and planned clinical trials of RBD1016 for the treatment
of CHD, including the ongoing phase 2a trial in Sweden and global phase 3
trial, among others; and
– approximately 1.8%, or HK$26.5 million, will be used to fund the CMC and
process development activities of RBD1016.
For details of RBD1016’s clinical development plan, see “Business — Our Pipeline
— Liver Diseases — RBD1016 — Key Milestones and Next Steps.”
 Approximately 10.1%, or HK$148.7 million, will be used to fund the research and
development of our IND-enabling pipeline assets, including (i) SR122, a dual-target,
lipid-lowering siRNA candidate for dyslipidemia; and (ii) RBD8088, a conjugated
anti-tumor agent for glioma.
 Approximately 8.9%, or HK$131.0 million, will be allocated to advance our
preclinical assets which have not yet entered the IND-enabling stage and enhance
our technology platforms.
 Approximately 8.1%, or HK$119.5 million, will be used for working capital and
other general corporate purposes.
If the Offer Size Adjustment Option and the Over-allotment Option are exercised in full,
the net proceeds that we will receive will be approximately HK$1,964.3 million, based on an
Offer Price of HK$57.97 per Share. In the event that the Offer Size Adjustment Option and the
Over-allotment Option are exercised in full, we intend to apply the additional net proceeds to
the above purposes in the proportions stated above.
To the extent that the net proceeds from the Global Offering are not immediately used for
the purposes described above and to the extent permitted by the relevant laws and regulations,
they will be placed in short-term interest-bearing accounts at licensed commercial banks and/or
other authorized financial institutions (as defined under the Securities and Futures Ordinance
or the applicable laws and regulations in other jurisdictions).
We will issue an appropriate announcement if there is any material change to the above
proposed use of proceeds.
FUTURE PLANS AND USE OF PROCEEDS
– 479 –


--- page 490 ---
HONG KONG UNDERWRITERS
China International Capital Corporation Hong Kong Securities Limited
Citigroup Global Markets Asia Limited
ICBC International Securities Limited
BOCI Asia Limited
Macquarie Capital Limited
ABCI Securities Company Limited
SDIC Securities (Hong Kong) Limited
Futu Securities International (Hong Kong) Limited
UNDERWRITING
This prospectus is published solely in connection with the Hong Kong Public Offering.
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters on a
conditional basis. The International Offering is expected to be fully underwritten by the
International Underwriters.
The Global Offering comprises the Hong Kong Public Offering of initially 2,748,800
Hong Kong Offer Shares and the International Offering of initially 24,738,600 International
Offer Shares, subject, in each case, to reallocation on the basis as described in “Structure of
the Global Offering” as well as to the Offer Size Adjustment Option and the Over-allotment
Option (in the case of the International Offering).
UNDERWRITING ARRANGEMENTS AND EXPENSES
Hong Kong Public Offering
Hong Kong Underwriting Agreement
Pursuant to the Hong Kong Underwriting Agreement, our Company is offering the Hong
Kong Offer Shares for subscription by the public in Hong Kong on the terms and conditions
set out in this prospectus and the Hong Kong Underwriting Agreement at the Offer Price.
Subject to (a) the Listing Committee granting approval for the listing of, and permission
to deal in, the H Shares to be converted from Unlisted Shares and to be issued pursuant to the
Global Offering (including any additional H Shares that may be issued pursuant to the exercise
of the Offer Size Adjustment Option and the Over-allotment Option) on the Main Board of the
Stock Exchange, and such approval and permission not having been withdrawn or revoked
prior to the commencement of dealings in the H Shares on the Stock Exchange and (b) certain
other conditions set out in the Hong Kong Underwriting Agreement, the Hong Kong
Underwriters have agreed severally but not jointly to procure subscribers for, or themselves to
subscribe for, their respective applicable proportions of the Hong Kong Offer Shares being
offered which are not taken up under the Hong Kong Public Offering on the terms and
conditions set out in this prospectus and the Hong Kong Underwriting Agreement.
UNDERWRITING
– 480 –


--- page 491 ---
The Hong Kong Underwriting Agreement is conditional on, among other things, the
International Underwriting Agreement being signed and becoming unconditional and not
having been terminated in accordance with its terms.
Grounds for Termination
The Joint Sponsors and the Sponsor-Overall Coordinators (for themselves and on behalf
of the Hong Kong Underwriters) shall have the right, in their sole and absolute discretion and
upon giving notice in writing to the Company, to terminate the Hong Kong Underwriting
Agreement with immediate effect if any of the following events shall occur prior to 8:00 a.m.
on the Listing Date:
(a) there develops, occurs, exists or comes into force:
(i) any new law or regulation or any change or development involving a
prospective change or any event or series of events or circumstances likely to
result in a change or a development involving a prospective change in existing
laws or regulations, or the interpretation or application thereof by any court or
any competent authority in or affecting Hong Kong, the PRC, the United
States, the United Kingdom, the European Union (or any member thereof),
Australia or other jurisdictions relevant to the Group or the Global Offering
(collectively, the “ Relevant Jurisdictions ”); or
(ii) any change or development involving a prospective change, or any event or
series of events or circumstances likely to result in a change or prospective
change, in any local, national, regional or international financial, political,
military, industrial, economic, fiscal, legal, regulatory, currency, credit or
market conditions or sentiments, taxation, equity securities or currency
exchange rate or controls or any monetary or trading settlement system, or
foreign investment regulations (including, without limitation, a devaluation of
the Hong Kong dollar, United States dollar or Renminbi against any foreign
currencies, a change in the system under which the value of the Hong Kong
dollar is linked to that of the United States dollar or the Renminbi is linked to
any foreign currency or currencies) or other financial markets (including,
without limitation, conditions and sentiments in stock and bond markets,
money and foreign exchange markets, the inter-bank markets and credit
markets) in or affecting any Relevant Jurisdictions, or affecting an investment
in the Offer Shares; or
UNDERWRITING
– 481 –


--- page 492 ---
(iii) any event or series of events, or circumstances in the nature of force majeure
(including, without limitation, any acts of government, declaration of a
regional, national or international emergency or war, calamity, crisis, economic
sanctions, strikes, labor disputes, other industrial actions, lock-outs, fire,
explosion, flooding, tsunami, earthquake, volcanic eruption, civil commotion,
riots, rebellion, public disorder, paralysis in government operations, acts of
war, epidemic, pandemic, outbreak or escalation, mutation or aggravation of
diseases, accident or interruption or delay in transportation, local, national,
regional or international outbreak or escalation of hostilities (whether or not
war is or has been declared), act of God or act of terrorism (whether or not
responsibility has been claimed)) in or affecting any of the Relevant
Jurisdictions; or
(iv) the imposition or declaration of any moratorium, suspension or limitation
(including without limitation, any imposition of or requirement for any
minimum or maximum price limit or price range) on (i) the trading in shares
or securities generally on the Stock Exchange, the Shanghai Stock Exchange,
the Shenzhen Stock Exchange, the New Y ork Stock Exchange, the NASDAQ
Global Market or the London Stock Exchange; or (ii) the trading in any
securities of the Company listed or quoted on a stock exchange or an
over-the-counter market; or
(v) the imposition or declaration of any general moratorium on banking activities
in or affecting any of the Relevant Jurisdictions or any disruption in
commercial banking or foreign exchange trading or securities settlement or
clearing services, procedures or matters in or affecting any of the Relevant
Jurisdictions; or
(vi) other than with the prior written consent of the Sponsor-Overall Coordinators,
the issue or requirement to issue by the Company of a supplement or
amendment to this Prospectus or other documents in connection with the offer
and sale of the Offer Shares pursuant to the Companies (Winding Up and
Miscellaneous Provisions) Ordinance or the Listing Rules or upon any
requirement or request of the Stock Exchange and/or the SFC; or
(vii) the commencement by any authority or other regulatory or political body or
organization of any public action or investigation against any member of the
Group or a director or a supervisor or a senior management member of any
member of the Group or announcing an intention to take any such action; or
(viii) the imposition of sanctions or export controls in whatever form, directly or
indirectly, on any member of the Group or the Warranting Shareholder or by or
on any Relevant Jurisdiction, or the withdrawal of trading privileges which
existed on the date of the Hong Kong Underwriting Agreement, in whatever
form, directly or indirectly, by, or for, any Relevant Jurisdiction; or
UNDERWRITING
– 482 –


--- page 493 ---
(ix) any valid demand by creditors for payment or repayment of indebtedness of
any member of the Group or in respect of which any member of the Group is
liable prior to its stated maturity; or
(x) any non-compliance of this Prospectus (or any other documents used in
connection with the contemplated offering, allotment, issue, subscription or
sale of any of the Offer Shares), the CSRC filings or any aspect of the Global
Offering with any other applicable laws (including, without limitation, the
Listing Rules, the Companies Ordinance, the Companies (Winding Up and
Miscellaneous Provisions) Ordinance and the Trial Administrative Measures of
Overseas Securities Offering and Listing by Domestic Companies and the
Provisions on Strengthening the Confidentiality and Archives Administration
Related to the Overseas Securities Offering and Listing by Domestic
Enterprises (together, the “ CSRC Rules ”); or
(xi) any litigation, dispute, legal action or claim or regulatory or administrative
investigation or action being threatened, instigated or announced against any
member of the Group or any member of the Single Largest Group of
Shareholders or any Director or Supervisor or senior management member as
named in this Prospectus; or
(xii) any contravention by any member of the Group or any Director of the Listing
Rules or applicable laws; or
(xiii) any non-executive Director, independent non-executive Director, Supervisor or
any member of senior management of the Company seeks to retire or is
removed from office or vacates his or her office;
(xiv) an order or petition is presented for the winding-up or liquidation of any
member of the Group (other than the Company), or any member of the Group
(other than the Company) makes any composition or arrangement with its
creditors or enters into a scheme of arrangement or any resolution is passed for
the winding-up of any member of the Group (other than the Company) or a
provisional liquidator, receiver or manager is appointed over all or part of the
assets or undertaking of any member of the Group (other than the Company)
or anything analogous thereto occurs in respect of any member of the Group
(other than the Company); or
(xv) any change or prospective change, or a materialization of, any of the risks set
out in the section headed “Risk Factors” in this Prospectus,
UNDERWRITING
– 483 –


--- page 494 ---
which, in any such case individually or in the aggregate, in the sole and absolute
opinion of the Joint Sponsors and the Sponsor-Overall Coordinators (for themselves
and on behalf of the Hong Kong Underwriters):
(1) has or will or may have a material adverse effect, whether directly or indirectly,
on the assets, liabilities, business, general affairs, management, prospects,
shareholders’ equity, profits, losses, results of operations, position or
condition, financial or otherwise, or performance of the Company or the Group
as a whole; or
(2) has or will or may have a material adverse effect on the success of the Global
Offering or the level of applications under the Hong Kong Public Offering or
the level of indications of interest under the International Offering; or
(3) makes or will make or may make it impracticable, inadvisable, inexpedient or
incapable for any material part of the Hong Kong Underwriting Agreement, the
Hong Kong Public Offering or the Global Offering to be performed or
implemented as envisaged, or for the Hong Kong Public Offering and/or the
Global Offering to proceed, or to market the Global Offering, or the delivery
or distribution of the Offer Shares on the terms and in the manner contemplated
by the Offering Documents (as defined below); or
(4) has or will or may have the effect of making any part of the Hong Kong
Underwriting Agreement (including underwriting) incapable of performance in
accordance with its terms or preventing the processing of applications and/or
payments pursuant to the Global Offering or pursuant to the underwriting
thereof; or
(b) there has come to the notice of the Joint Sponsors and the Sponsor-Overall
Coordinators (for themselves and on behalf of the Hong Kong Underwriters) that:
(i) any statement contained in any of the Offering Documents, the CSRC filings
and/or any notices, announcements, advertisements, communications or other
documents issued or used by or on behalf of the Company in connection with
the Hong Kong Public Offering (including any supplement or amendment
thereto) (the “ Offering Documents ”) was, when it was issued, or has become
untrue, incorrect, inaccurate in any material respect or misleading; or that any
estimate, forecast, expression of opinion, intention or expectation contained in
any such documents, was, when it was issued, or has become unfair or
misleading in any respect or based on untrue, dishonest or unreasonable
assumptions or given in bad faith; or
(ii) any matter has arisen or has been discovered which would, had it arisen or been
discovered immediately before the date of this Prospectus, constitute a material
omission or misstatement in any Offering Document; or
UNDERWRITING
– 484 –


--- page 495 ---
(iii) any breach of, or any event or circumstance rendering untrue or incorrect in
any material respect or misleading in any respect, any of the representations,
warranties and undertakings given by the Company or any of the warrantors in
the Hong Kong Underwriting Agreement or the International Underwriting
Agreement; or
(iv) any event, act or omission which gives rise or is likely to give rise to any
liability of any of the Indemnifying Parties pursuant to the indemnities in the
Hong Kong Underwriting Agreement; or
(v) any breach of any of the obligations or undertakings imposed upon the
Company or any warrantor or any cornerstone investor (as applicable) to the
Hong Kong Underwriting Agreement, the International Underwriting
Agreement or the Cornerstone Investment Agreements; or
(vi) there is any change or development involving a prospective change,
constituting or having a material adverse effect or involving a prospective
material adverse effect, on the profits, losses, results of operations, assets,
liabilities, general affairs, business, management, performance, prospects,
shareholders’ equity, position or condition (financial, trading or otherwise) of
the Group, taken as a whole; or
(vii) that the chairman of the Board, any executive Director or the chief financial
officer of the Company seeks to retire, or is removed from office or vacating
his/her office; or
(viii) any Director, Supervisor or any member of senior management of the Company
named in this Prospectus is being charged with an indictable offence or
prohibited by operation of law or otherwise disqualified from taking part in the
management or taking directorship of a company; or
(ix) the Company withdraws this Prospectus (and/or any other documents used in
connection with the subscription or sale of any of the Offer Shares pursuant to
the Global Offering) or the Global Offering; or
(x) that the approval by the Listing Committee of the listing of, and permission to
deal in, the H Shares in issue and to be issued pursuant to the Global Offering
(including pursuant to the exercise of the Offer Size Adjustment Option and the
Over-allotment Option) is refused or not granted, other than subject to
customary conditions, on or before the Listing Date, or if granted, the approval
is subsequently withdrawn, cancelled, qualified (other than by customary
conditions), revoked or withheld; or
UNDERWRITING
– 485 –


--- page 496 ---
(xi) any of the expert named in this Prospectus has withdrawn its consent to the
issue of this Prospectus with the inclusion of its reports, letters and/or legal
opinions (as the case may be) and references to its name included in the form
and context in which it respectively appears; or
(xii) any prohibition on the Company for whatever reason from offering, allotting,
issuing or selling any of the Offer Shares pursuant to the terms of the Global
Offering; or
(xiii) any person has withdrawn or sought to withdraw its consent to being named in
any of the Offering Documents or to the issue of any of the Offering
Documents; or
(xiv) an order or petition is presented for the winding-up or liquidation of the
Company, or the Company makes any composition or arrangement with its
creditors or enters into a scheme of arrangement or any resolution is passed for
the winding-up of the Company or a provisional liquidator, receiver or
manager is appointed over all or part of the assets or undertaking of the
Company or anything analogous thereto occurs in respect of the Company; or
(xv) (A) the notice of acceptance of the CSRC filings issued by the CSRC and/or
the results of the CSRC filings published on the website of the CSRC is
rejected, withdrawn, revoked or invalidated; or (B) other than with the prior
written consent of the Joint Sponsors and the Sponsor-Overall Coordinators,
the issue or requirement to issue by the Company of a supplement or
amendment to the CSRC filings pursuant to the CSRC Rules or upon any
requirement or request of the CSRC; or (C) any non-compliance of the CSRC
filings with the CSRC Rules or any other applicable laws; or
(xvi) that (i) a material portion of the orders placed or confirmed in the bookbuilding
process or (ii) any investment commitment made by any cornerstone investors
under the Cornerstone Investment Agreements signed with such cornerstone
investors, have been withdrawn, terminated or cancelled, or with respect to
which the payment of the relevant orders and/or investment commitment has
not been received or settled in the stipulated time and manner or otherwise.
UNDERWRITING
– 486 –


--- page 497 ---
Undertakings to the Stock Exchange Pursuant to the Listing Rules
Undertakings by our Company
Pursuant to Rule 10.08 of the Listing Rules, our Company has undertaken to the Stock
Exchange that no further Shares or securities convertible into equity securities of our Company
(whether or not of a class already listed) will be issued or sold or transferred out of treasury
or form the subject of any agreement to such an issue, or sale or transfer out of treasury within
six months from the Listing Date (whether or not such issue of Shares or securities, or sale or
transfer of treasury Shares will be completed within six months from the Listing Date), except
(a) pursuant to the Global Offering (including pursuant to the Offer Size Adjustment Option
and the Over-allotment Option) or (b) under any of the circumstances provided under Rule
10.08 of the Listing Rules.
Undertakings Pursuant to the Hong Kong Underwriting Agreement
Undertakings by our Company and the Warranting Shareholder in respect of our Company
Our Company has undertaken to each of the Joint Sponsors, the Sponsor-Overall
Coordinators, the Overall Coordinators, the Joint Global Coordinators, the Capital Market
Intermediaries, the Joint Bookrunners, the Joint Lead Managers and the Hong Kong
Underwriters that except pursuant to the Global Offering (including pursuant to the Offer Size
Adjustment Option and the Over-allotment Option), at any time after the date of the Hong
Kong Underwriting Agreement up to and including the date falling six months after the Listing
Date (the “ First Six Month Period ”), our Company will not, without the prior written consent
of the Joint Sponsors and the Sponsor-Overall Coordinators (for themselves and on behalf of
the Hong Kong Underwriters) and unless in compliance with the requirements of the Listing
Rules:
(a) allot, issue, sell, accept subscription for, offer to allot, issue or sell, contract or agree
to allot, issue or sell, assign, mortgage, charge, pledge, hypothecate, lend, grant or
sell any option, warrant, contract or right to subscribe for or purchase, grant or
purchase any option, warrant, contract or right to allot, issue or sell, or otherwise
transfer or dispose of or create an encumbrance over, or agree to transfer or dispose
of or create an encumbrance over, either directly or indirectly, conditionally or
unconditionally, or repurchase, any legal or beneficial interest in the share capital or
any other securities of our Company or any interest in any of the foregoing
(including, without limitation, any securities convertible into or exchangeable or
exercisable for or that represent the right to receive, or any warrants or other rights
to purchase any share capital or other securities of our Company, as applicable), or
deposit any share capital or other securities of our Company, as applicable, with a
depositary in connection with the issue of depositary receipts; or
UNDERWRITING
– 487 –


--- page 498 ---
(b) enter into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership (legal or beneficial) of the
Shares or any other securities of our Company, or any interest in any of the
foregoing (including, without limitation, any securities convertible into or
exchangeable or exercisable for or that represent the right to receive, or any warrants
or other rights to purchase, any Shares); or
(c) enter into any transaction with the same economic effect as any transaction
described in paragraph (a) or (b) above; or
(d) offer to or agree to do any of the foregoing specified in paragraph (a), (b) or (c)
above or announce any intention to do so,
in each case, whether any of the foregoing transactions is to be settled by delivery of share
capital or such other securities, in cash or otherwise (whether or not the issue of such share
capital or other securities will be completed within the First Six Month Period).
Our Company has further agreed that, in the event our Company is allowed to enter into
any of the transactions described in paragraph (a), (b) or (c) above or offers to or agrees to or
announces any intention to effect any such transaction during the period of six months
commencing on the date on which the First Six Month Period expires (the “ Second Six Month
Period ”), our Company will take all reasonable steps to ensure that such an issue or disposal
will not, and no other act of our Company will, create a disorderly or false market for any
Shares or other securities of our Company.
The Warranting Shareholder has undertaken to each of the Joint Sponsors, the Sponsor-
Overall Coordinators, the Overall Coordinators, the Joint Global Coordinators, the Capital
Market Intermediaries, the Joint Bookrunners, the Joint Lead Managers and the Hong Kong
Underwriters that he shall procure our Company to comply with the above undertakings.
Our Company has agreed and undertaken to each of the Joint Sponsors, the Sponsor-
Overall Coordinators, the Overall Coordinators, the Joint Global Coordinators, the Capital
Market Intermediaries, the Joint Bookrunners, the Joint Lead Managers and the Hong Kong
Underwriters to, and the Warranting Shareholder has undertaken to procure our Company to,
comply with the minimum public float requirements (the “ Minimum Public Float
Requirement ”) and the minimum free float requirements (the “ Minimum Free Float
Requirement ”) specified in the Listing Rules, and not to (i) effect any purchase of the Shares,
or agree to do so, which may reduce the holdings of the H Shares held by the public (as defined
in Rule 8.24 of the Listing Rules) to below the Minimum Public Float Requirement or any
waiver granted and not revoked by the Stock Exchange prior to the expiration of the Second
Six Month Period without first having obtained the prior written consent of the Joint Sponsors
and the Sponsor-Overall Coordinators (for themselves and on behalf of the Hong Kong
Underwriters); or (ii) enter into any agreement, arrangement or transaction which shall cause
or have the effect of causing the portion of the Shares that are held by the public and that are
available for trading and not subject to any disposal restrictions (whether under contract, the
Listing Rules, applicable Laws or otherwise) on the Listing Date to fall below the Minimum
Free Float Requirement under Rule 19A.13C of the Listing Rules.
UNDERWRITING
– 488 –


--- page 499 ---
Undertakings by the Single Largest Group of Shareholders in respect of Themselves
Each of the Single Largest Group of Shareholders has jointly and severally undertaken to
each of our Company, the Joint Sponsors, the Sponsor-Overall Coordinators, the Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead Managers,
the Hong Kong Underwriters and the Capital Market Intermediaries that each of the Single
Largest Group of Shareholders, and each of the Single Largest Group of Shareholders will
procure that each of the relevant registered holder(s), company(ies) controlled by him/it or
nominee(s) or trustee(s) holding on trust for him/it, without the prior written consent of the
Joint Sponsors and the Sponsor-Overall Coordinators (for themselves and on behalf of the
Hong Kong Underwriters) and unless in compliance with the requirements of the Listing Rules:
(a) will not, at any time during the First Six-Month Period:
(i) sell, offer to sell, contract or agree to sell, create any short position (as defined
in section 308 of the SFO), assign, mortgage, charge, pledge, hypothecate,
hedge, lend, grant or sell any option, warrant, contract or right to subscribe for
or purchase, grant or purchase any option, warrant, contract or right to sell, or
otherwise transfer or dispose of or create an encumbrance over, or offer,
contract or agree to transfer or dispose of or create an encumbrance over, in
each case either directly or indirectly, conditionally or unconditionally, any
legal or beneficial interest in any Shares or other securities of our Company or
any interest in any of the foregoing (including, without limitation, any
securities convertible into or exchangeable or exercisable for or that represent
the right to receive, or any warrants or other rights to subscribe for or purchase,
any Shares or other securities of our Company or any interest in any of the
foregoing), or deposit any Shares or other securities of our Company with a
depositary in connection with the issue of depositary receipts;
(ii) enter into any swap or other arrangement that transfers to another, in whole or
in part, any of the beneficial and/or economic consequences of ownership
(legal or beneficial) of any Shares or other securities of our Company or any
interest in any of the foregoing (including, without limitation, any securities
convertible into or exchangeable or exercisable for or that represent the right
to receive, or any warrants or other rights to subscribe for or purchase, any
Shares or other securities of our Company or any interest in any of the
foregoing);
(iii) enter into any transaction, directly or indirectly, with the same economic effect
as any of the transactions specified in paragraph (i) or (ii) above; or
(iv) offer to or agree to or announce or publicly disclose any intention to effect any
of the transactions specified in paragraph (i), (ii) or (iii) above,
UNDERWRITING
– 489 –


--- page 500 ---
in each case, whether any of the transactions specified in paragraph (i), (ii) or (iii) above
is to be settled by delivery of Shares or other securities of our Company or in cash or
otherwise (whether such transaction will be completed within the First Six-Month Period
or the Second Six-Month Period or otherwise);
(b) will not, during the Second Six-Month Period, enter into any of the transactions
specified in paragraph (a)(i), (ii) or (iii) above or offer to or agree to or announce
or publicly disclose any intention to effect any such transaction if, immediately
following such transaction or upon the exercise or enforcement of any such option,
right, interest or encumbrance, he/it, directly or indirectly, would cease to be the
“Single Largest Group of Shareholders” of our Company;
(c) until the expiry of the Second Six-Month Period, in the event that he/it enters into
any of the transactions specified in paragraph (a)(i), (ii) or (iii) above or offers to
or agrees to or announces or publicly discloses any intention to effect any such
transaction, will immediately inform our Company, the Joint Sponsors and the
Overall Coordinators in writing, and take all reasonable steps to ensure that it will
not create a disorderly or false market in the Shares or other securities of our
Company; and
(d) at any time within the period commencing on the date of the Hong Kong
Underwriting Agreement and ending on the date which is 12 months after the Listing
Date, shall and shall procure that the relevant registered holder(s) shall:
(i) if and when he/it pledges or charges any Shares or other securities (or any
interest therein) of our Company beneficially owned by him/it, immediately
inform our Company, the Joint Sponsors and the Sponsor-Overall Coordinators
in writing of such pledge or charge together with the number of Shares or other
securities of our Company so pledged or charged; and
(ii) if and when he/it receives indications, either verbal or written, from the
pledgee or chargee that any of the pledged or charged Shares or other securities
(or any interest therein) of our Company will be disposed of, immediately
inform our Company, the Joint Sponsors and the Sponsor-Overall Coordinators
in writing of such indications.
Hong Kong Underwriters’ Interests in our Company
Save for their respective obligations under the Hong Kong Underwriting Agreement, as
of the Latest Practicable Date, none of the Hong Kong Underwriters was interested, legally or
beneficially, directly or indirectly, in any Shares or any securities of any member of our Group
or had any right or option (whether legally enforceable or not) to subscribe for or purchase, or
to nominate persons to subscribe for or purchase, any Shares or any securities of any member
of our Group.
UNDERWRITING
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--- page 501 ---
Following the completion of the Global Offering, the Hong Kong Underwriters and their
affiliated companies may hold a certain portion of the H Shares as a result of fulfilling their
respective obligations under the Hong Kong Underwriting Agreement.
International Offering
International Underwriting Agreement
In connection with the International Offering, it is expected that our Company and Dr.
LIANG will enter into the International Underwriting Agreement with, among others, the Joint
Sponsors, the Overall Coordinators and the International Underwriters on or about January 7,
2026. Under the International Underwriting Agreement and subject to the Offer Size
Adjustment Option and the Over-allotment Option, the International Underwriters would,
subject to certain conditions set out therein, agree severally but not jointly to procure
subscribers for, or themselves to subscribe for, their respective applicable proportions of the
International Offer Shares being offered pursuant to the International Offering.
It is expected that the International Underwriting Agreement may be terminated on
similar grounds as the Hong Kong Underwriting Agreement. Potential investors should note
that in the event that the International Underwriting Agreement is not entered into or is
terminated, the Global Offering will not proceed. See “Structure of the Global Offering — The
International Offering.”
Offer Size Adjustment Option
Our Company is expected to grant an Offer Size Adjustment Option under the
International Underwriting Agreement to the International Underwriters, exercisable by the
Overall Coordinators (for themselves and on behalf of the International Underwriters) on or
before the second business day prior to the Listing Date, pursuant to which our Company may
be required to allot and issue up to an aggregate of 4,123,000 additional Shares (representing
approximately 15% of the number of Offer Shares initially available under the Global Offering)
at the Offer Price. The Offer Size Adjustment Option provides flexibility for the Overall
Coordinators (for themselves and on behalf of the International Underwriters) to increase the
number of Offer Shares available for purchase under the International Offering to cover
additional market demand. See “Structure of the Global Offering — Offer Size Adjustment
Option.”
UNDERWRITING
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--- page 502 ---
Over-allotment Option
Our Company is expected to grant the Over-allotment Option to the International
Underwriters, exercisable by the Overall Coordinators (for themselves and on behalf of the
International Underwriters) at any time from the Listing Date until 30 days after the last day
for lodging applications under the Hong Kong Public Offering, being Thursday, February 5,
2026, pursuant to which our Company may be required to issue up to an aggregate of 4,741,400
additional H Shares, representing not more than 15% of the Offer Shares initially available
under the Global Offering, at the Offer Price to, among other things, cover over-allocations in
the International Offering, if any. See “Structure of the Global Offering — Over-allotment
Option.”
Underwriting Commissions and Expenses
The Underwriters and the Capital Market Intermediaries will receive an underwriting
commission (the “ Fixed Fee ”) of 3.0% of the aggregate Offer Price in respect of all of the
Offer Shares (including Offer Shares to be issued pursuant to the Offer Size Adjustment Option
and the Over-allotment Option, if any) (the “ Aggregate Offer Price ”). Our Company may, at
its discretion, pay an additional discretionary fee (the “ Discretionary Fee ”) of up to 1.5% of
the Aggregate Offer Price, to one or more Underwriter(s) and Capital Market Intermediary(ies).
Assuming the Discretionary Fee is paid in full, the ratio of the Fixed Fee to the Discretionary
Fee will be approximately 55%:45%.
For any unsubscribed Hong Kong Offer Shares reallocated to the International Offering,
our Company will pay an underwriting commission at the rate applicable to the International
Offering to the relevant International Underwriters (and not the Hong Kong Underwriters).
Assuming an Offer Price of HK$57.97 per H Share, the Discretionary Fee is paid in full,
and the Offer Size Adjustment Option and the Over-allotment Option are not exercised, the
aggregate underwriting commissions and fees payable to the Underwriters and the Capital
Market Intermediaries, together with Stock Exchange listing fees, SFC transaction levy, AFRC
transaction levy and Stock Exchange trading fee, legal and other professional fees and printing
and other expenses payable by us in relation to the Global Offering are estimated to be
approximately HK$119.86 million.
Indemnity
Our Company has agreed to indemnify the Joint Sponsors, the Sponsor-Overall
Coordinators, the Overall Coordinators, the Joint Global Coordinators, the Joint Bookrunners,
the Joint Lead Managers, the Hong Kong Underwriters, the Capital Market Intermediaries and
each of them for certain losses which they may suffer or incur, including losses arising from
the performance of their obligations under the Hong Kong Underwriting Agreement or any
breach by our Company of the Hong Kong Underwriting Agreement.
UNDERWRITING
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--- page 503 ---
INDEPENDENCE OF THE JOINT SPONSORS
As of the Latest Practicable Date, the Joint Sponsors satisfied the independence criteria
applicable to sponsors set out in Rule 3A.07 of the Listing Rules.
ACTIVITIES BY SYNDICATE MEMBERS
The underwriters of the Hong Kong Public Offering and the International Offering
(together, the “ Syndicate Members ”) and their affiliates may each individually undertake a
variety of activities (as further described below) which do not form part of the underwriting or
stabilizing process.
The Syndicate Members and their affiliates are diversified financial institutions with
relationships in countries around the world. These entities engage in a wide range of
commercial and investment banking, brokerage, funds management, trading, hedging,
investing and other activities for their own account and for the account of others. In the
ordinary course of their various business activities, the Syndicate Members and their respective
affiliates may purchase, sell or hold a broad array of investments and actively trade securities,
derivatives, loans, commodities, currencies, credit default swaps and other financial
instruments for their own account and for the accounts of their customers. Such investment and
trading activities may involve or relate to assets, securities and/or instruments of our Group
and/or persons and entities with relationships with our Group and may also include swaps and
other financial instruments entered into for hedging purposes in connection with our Group’s
loans and other debts.
In relation to the H Shares, the activities of the Syndicate Members and their affiliates
could include acting as agent for buyers and sellers of the H Shares, entering into transactions
with those buyers and sellers in a principal capacity, including as a lender to initial purchasers
of the H Shares (which financing may be secured by the H Shares) in the Global Offering,
proprietary trading in the H Shares, and entering into over the counter or listed derivative
transactions or listed or unlisted securities transactions (including issuing securities such as
derivative warrants listed on a stock exchange) which have as their underlying assets, assets
including the H Shares. Such transactions may be carried out as bilateral agreements or trades
with selected counterparties. Those activities may require hedging activity by those entities
involving, directly or indirectly, the buying and selling of the H Shares, which may have a
negative impact on the trading price of the H Shares. All such activities could occur in Hong
Kong and elsewhere in the world and may result in the Syndicate Members and their affiliates
holding long and/or short positions in the H Shares, in baskets of securities or indices including
the H Shares, in units of funds that may purchase the H Shares, or in derivatives related to any
of the foregoing.
UNDERWRITING
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In relation to issues by the Syndicate Members or their affiliates of any listed securities
having the H Shares as their underlying securities, whether on the Stock Exchange or on any
other stock exchange, the rules of the stock exchange may require the issuer of those securities
(or one of its affiliates or agents) to act as a market maker or liquidity provider in the security,
and this will also result in hedging activity in the H Shares in most cases.
All such activities may occur both during and after the end of the stabilizing period
described in “Structure of the Global Offering — Stabilization.” Such activities may affect the
market price or value of the H Shares, the liquidity or trading volume in the H Shares and the
volatility of the price of the H Shares, and the extent to which this occurs from day to day
cannot be estimated.
It should be noted that when engaging in any of these activities, the Syndicate Members
will be subject to certain restrictions, including the following:
(a) the Syndicate Members (other than the Stabilizing Manager or any person acting for
it) may not, in connection with the distribution of the Offer Shares, effect any
transactions (including issuing or entering into any option or other derivative
transactions relating to the Offer Shares), whether in the open market or otherwise,
with a view to stabilizing or maintaining the market price of any of the Offer Shares
at levels other than those which might otherwise prevail in the open market; and
(b) the Syndicate Members must comply with all applicable laws and regulations,
including the market misconduct provisions of the SFO, including the provisions
prohibiting insider dealing, false trading, price rigging and stock market
manipulation.
Certain of the Syndicate Members or their respective affiliates have provided from time
to time, and expect to provide in the future, investment banking and other services to our Group
and its affiliates for which such Syndicate Members or their respective affiliates have received
or will receive customary fees and commissions.
In addition, the Syndicate Members or their respective affiliates may provide financing to
investors to finance their subscriptions of Offer Shares in the Global Offering.
UNDERWRITING
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THE GLOBAL OFFERING
This prospectus is published in connection with the Hong Kong Public Offering as part
of the Global Offering. China International Capital Corporation Hong Kong Securities Limited
and Citigroup Global Markets Asia Limited are the Sponsor-Overall Coordinators of the Global
Offering.
The listing of the H Shares on the Stock Exchange is sponsored by the Joint Sponsors. The
Joint Sponsors has made an application on behalf of our Company to the Listing Committee
for the listing of, and permission to deal in, the H Shares to be converted from Unlisted Shares
and to be issued as mentioned in this prospectus.
27,487,400 Offer Shares will initially be made available (subject to the Offer Size
Adjustment Option and the Over-allotment Option) under the Global Offering comprising:
(a) the Hong Kong Public Offering of initially 2,748,800 H Shares (subject to
reallocation) in Hong Kong as described in “— The Hong Kong Public Offering”
below; and
(b) the International Offering of initially 24,738,600 H Shares (subject to reallocation,
the Offer Size Adjustment Option and the Over-allotment Option) in the United
States to QIBs in reliance on Rule 144A or another available exemption from the
registration requirements of the U.S. Securities Act and outside the United States
(including to professional and institutional investors within Hong Kong) in offshore
transactions in accordance with Regulation S as described in “— The International
Offering” below.
Investors may either:
(i) apply for Hong Kong Offer Shares under the Hong Kong Public Offering; or
(ii) apply for or indicate an interest for International Offer Shares under the
International Offering,
but may not do both.
Assuming the Offer Size Adjustment Option and the Over-allotment Option are not
exercised, the Offer Shares will represent approximately 17.00% of the total Shares in issue
immediately following the completion of the Global Offering. If the Offer Size Adjustment
Option and the Over-allotment Option are exercised in full, the Offer Shares will represent
approximately 21.31% of the total Shares in issue immediately following the completion of the
Global Offering and the issue of H Shares pursuant to the Offer Size Adjustment Option and
the Over-allotment Option.
STRUCTURE OF THE GLOBAL OFFERING
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References in this prospectus to applications, application monies or the procedures for
applications relate solely to the Hong Kong Public Offering.
THE HONG KONG PUBLIC OFFERING
Number of Offer Shares Initially Offered
Our Company is initially offering 2,748,800 H Shares (subject to reallocation) for
subscription by the public in Hong Kong at the Offer Price, representing approximately 10%
of the Offer Shares initially available under the Global Offering. The Offer Shares initially
offered under the Hong Kong Public Offering, subject to any reallocation of Offer Shares
between the Hong Kong Public Offering and the International Offering, will represent
approximately 1.70% of the total Shares in issue immediately following the completion of the
Global Offering (assuming the Offer Size Adjustment Option and the Over-allotment Option is
not exercised).
The Hong Kong Public Offering is open to members of the public in Hong Kong as well
as to professional and institutional investors. Professional investors generally include brokers,
dealers, companies (including fund managers) whose ordinary business involves dealing in
shares and other securities and corporate entities that regularly invest in shares and other
securities.
Completion of the Hong Kong Public Offering is subject to the conditions set out in “—
Conditions of the Global Offering” below.
Allocation
Allocation of Offer Shares to investors under the Hong Kong Public Offering will be
based solely on the level of valid applications received under the Hong Kong Public Offering.
The basis of allocation may vary, depending on the number of Hong Kong Offer Shares validly
applied for by applicants. Such allocation could, where appropriate, consist of balloting, which
could mean that some applicants may receive a higher allocation than others who have applied
for the same number of Hong Kong Offer Shares, and those applicants who are not successful
in the ballot may not receive any Hong Kong Offer Shares.
For allocation purposes only, the total number of Hong Kong Offer Shares available under
the Hong Kong Public Offering (after taking into account any reallocation referred to below)
will be divided equally (to the nearest board lot) into two pools (with any odd lots being
allocated to pool A): pool A and pool B. The Hong Kong Offer Shares in pool A will be
allocated on an equitable basis to applicants who have applied for Hong Kong Offer Shares
with an aggregate price of HK$5 million (excluding brokerage, SFC transaction levy, AFRC
transaction levy and Stock Exchange trading fee payable) or less. The Hong Kong Offer Shares
STRUCTURE OF THE GLOBAL OFFERING
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--- page 507 ---
in pool B will be allocated on an equitable basis to applicants who have applied for Hong Kong
Offer Shares with an aggregate price of more than HK$5 million (excluding brokerage, SFC
transaction levy, AFRC transaction levy and Stock Exchange trading fee payable) and up to the
total value in pool B.
Investors should be aware that applications in pool A and applications in pool B may
receive different allocation ratios. If any Hong Kong Offer Shares in one (but not both) of the
pools are unsubscribed, such unsubscribed Hong Kong Offer Shares will be transferred to the
other pool to satisfy demand in that other pool and be allocated accordingly. For the purpose
of the immediately preceding paragraph only, the “price” for Hong Kong Offer Shares means
the price payable on application therefor (without regard to the Offer Price as finally
determined). Applicants can only receive an allocation of Hong Kong Offer Shares from either
pool A or pool B and not from both pools. Multiple or suspected multiple applications under
the Hong Kong Public Offering and any application for more than 1,374,400 Hong Kong Offer
Shares (being 50% of the 2,748,800 Hong Kong Offer Shares initially available under the Hong
Kong Public Offering) are liable to be rejected.
Reallocation
The Offer Shares to be offered in the Hong Kong Public Offering and the International
Offering may, in certain circumstances, be reallocated as between these offerings at the
discretion of the Sponsor-Overall Coordinators. Subject to the allocation cap described in the
subsequent paragraph, the Sponsor-Overall Coordinators may in their discretion reallocate
Offer Shares from the International Offering to the Hong Kong Public Offering to satisfy valid
applications under the Hong Kong Public Offering. In addition, if the Hong Kong Public
Offering is not fully subscribed, the Sponsor-Overall Coordinators will have the discretion (but
shall not be under any obligation) to reallocate to the International Offering all or any
unsubscribed Hong Kong Offer Shares in such amounts as they deem appropriate.
In each case, the additional Offer Shares reallocated to the Hong Kong Public Offering
will be allocated between Pool A and Pool B and the number of Offer Shares allocated to the
International Offering will be correspondingly reduced in such manner as the Sponsor-Overall
Coordinators deem appropriate. In the event of reallocation of Offer Shares between the
International Offering and the Hong Kong Public Offering in the circumstances where (a) the
International Offer Shares are fully subscribed or oversubscribed and the Hong Kong Offer
Shares are fully subscribed or oversubscribed irrespective of the number of times; or (b) the
International Offer Shares are undersubscribed and the Hong Kong Offer Shares are fully
subscribed or oversubscribed irrespective of the number of times, then up to 1,374,200 Offer
Shares may be reallocated from the International Offering to the Hong Kong Public Offering,
so that the total number of Offer Shares available for subscription under the Hong Kong Public
Offering will increase up to 4,123,000 Offer Shares, representing approximately 15% of the
number of Offer Shares initially available under the Global Offering (before exercise of the
Offer Size Adjustment Option and the Over-allotment Option) and the Offer Price shall be
fixed at the Offer Price (i.e. HK$57.97 per H Share) stated in this prospectus in accordance
with Chapter 4.14 of the Guide for New Listing Applicants.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 508 ---
In the circumstance where the International Offer Shares are fully subscribed or
oversubscribed and the Hong Kong Offer Shares are undersubscribed, there will be no
reallocation from the International Offering to the Hong Kong Public Offering, and no
over-allocation of H Shares to the Hong Kong Public Offering.
Given the initial allocation of the Offer Shares to the Hong Kong Public Offering and the
International Offering follows Mechanism B set out under paragraph 2 of Chapter 4.14 of the
Guide for New Listing Applicants and the provision of Paragraph 4.2(b) of Practice Note 18
of the Listing Rules, no mandatory clawback is required to increase the number of Offer Shares
under the Hong Kong Public Offering to a certain percentage of the total number of Offer
Shares offered under the Global Offering.
In each case, the additional Offer Shares reallocated to the Hong Kong Public Offering
will be allocated between Pool A and Pool B in equal proportion and the number of Offer
Shares allocated to the International Offering will be correspondingly reduced in such manner
as the Joint Global Coordinators in their discretion consider appropriate.
In the event that both the Hong Kong Public Offering and International Offering are
undersubscribed, the Global Offering will not proceed unless the Underwriters would subscribe
or procure subscribers for their respective applicable proportions of the Offer Shares being
offered which are not taken up under the Global Offering on the terms and conditions of this
prospectus and the Underwriting Agreements.
Details of any reallocation of Offer Shares between the Hong Kong Public Offering and
the International Offering will be disclosed in the results announcement of the Global Offering,
which is expected to be published on Thursday, January 8, 2026.
Applications
Each applicant under the Hong Kong Public Offering will be required to give an
undertaking and confirmation in the application submitted by him/her/it that he/she/it and any
person(s) for whose benefit he/she/it is making the application has not applied for or taken up,
or indicated an interest for, and will not apply for or take up, or indicate an interest for, any
International Offer Shares under the International Offering. Such applicant’s application under
the International Offering is liable to be rejected if such undertaking and/or confirmation is/are
breached and/or untrue (as the case may be).
Applicants under the Hong Kong Public Offering may (depending on application
channels) be required to pay, on application (subject to application channel), the Offer Price of
HK$57.97 per H Share plus brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC
transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565%, amounting to a
total of HK$11,710.93 for one board lot of 200 H Shares.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 509 ---
THE INTERNATIONAL OFFERING
Number of Offer Shares Initially Offered
Subject to reallocation, the Offer Size Adjustment Option and the Over-allotment Option,
the International Offering will consist of an offering of initially 24,738,600 H Shares,
representing approximately 90% of the Offer Shares initially available under the Global
Offering. The Offer Shares initially offered under the International Offering, subject to any
reallocation of Offer Shares between the Hong Kong Public Offering and the International
Offering, will represent approximately 14.4% of the total Shares in issue immediately
following the completion of the Global Offering (assuming the Offer Size Adjustment Option
and the Over-allotment Option are not exercised).
Allocation
The International Offering will include selective marketing of Offer Shares to
professional and institutional investors and other investors anticipated to have a sizeable
demand for such Offer Shares in the United States to QIBs in reliance on Rule 144A or another
available exemption from the registration requirements of the U.S. Securities Act and in Hong
Kong and other jurisdictions outside the United States in reliance on Regulation S. Professional
investors generally include brokers, dealers, companies (including fund managers) whose
ordinary business involves dealing in shares and other securities and corporate entities that
regularly invest in shares and other securities. Allocation of Offer Shares pursuant to the
International Offering will be effected in accordance with the “book-building” process
described in “— Pricing and Allocation” below and based on a number of factors, including the
level and timing of demand, the total size of the relevant investor’s invested assets or equity
assets in the relevant sector and whether or not it is expected that the relevant investor is likely
to buy further H Shares and/or hold or sell its H Shares after the Listing. Such allocation is
intended to result in a distribution of the H Shares on a basis which would lead to the
establishment of a solid professional and institutional shareholder base to the benefit of our
Group and the Shareholders as a whole.
The Sponsor-Overall Coordinators (for themselves and on behalf of the Underwriters)
may require any investor who has been offered Offer Shares under the International Offering
and who has made an application under the Hong Kong Public Offering to provide sufficient
information to the Overall Coordinators so as to allow it to identify the relevant applications
under the Hong Kong Public Offering and to ensure that they are excluded from any allocation
of Offer Shares under the International Offering.
Reallocation
The total number of Offer Shares to be issued or sold pursuant to the International
Offering may change as a result of reallocation as described in “— The Hong Kong Public
Offering — Reallocation” above and/or the exercise of the Offer Size Adjustment Option and
the Over-allotment Option in whole or in part.
STRUCTURE OF THE GLOBAL OFFERING
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--- page 510 ---
OFFER SIZE ADJUSTMENT OPTION
In order to provide flexibility for the Overall Coordinators to increase the number of
Offer Shares available for purchase under the International Offering to cover additional market
demand, the Company is expected to grant to the Overall Coordinators the Offer Size
Adjustment Option, exercisable by the Overall Coordinators (for themselves and on behalf of
the International Underwriters) on or before the second Business Day prior to the Listing Date
and will lapse immediately thereafter, whichever is earlier, in writing, to require our Company
to allot and issue up to an aggregate of 4,123,000 additional Shares, representing
approximately 15% of the initial Offer Shares in aggregate, at the same price per Share under
the International Offering to cover any excess demand in the International Offering at the
absolute discretion of the Overall Coordinators. If the Offer Size Adjustment Option is
exercised in full, the shareholding of the Shareholders will be diluted by approximately 2.49%.
The Offer Size Adjustment Option will not be associated with any price stabilization
activities of our Shares in the secondary market after the listing of our Shares on the Stock
Exchange and will not be subject to the Securities and Futures (Price Stabilizing) Rules of the
SFO (Chapter 571W of the Laws of Hong Kong). No purchase of our Shares in the secondary
market will be effected to cover any excess demand in the International Offering which will
only be satisfied by the exercise of the Offer Size Adjustment Option in full or in part.
If the Offer Size Adjustment Option is exercised in full, the additional net proceeds
received from the placing of the additional Shares allotted and issued will be allocated in
accordance with the allocations as disclosed in the section headed “Future Plans and Use of
Proceeds” in this Prospectus, on a pro rata basis.
Our Company will disclose in the allotment results announcement whether and to what
extent the Offer Size Adjustment Option has been exercised, and will confirm in the
announcement that, if the Offer Size Adjustment Option is not exercised by then, the Offer Size
Adjustment Option will lapse and cannot be exercised on any future date.
OVER-ALLOTMENT OPTION
In connection with the Global Offering, our Company is expected to grant the
Over-allotment Option to the International Underwriters, exercisable by the Overall
Coordinators (for themselves and on behalf of the International Underwriters).
Pursuant to the Over-allotment Option, the International Underwriters will have the right,
exercisable by the Overall Coordinators (for themselves and on behalf of the International
Underwriters) at any time from the Listing Date until 30 days after the last day for lodging
applications under the Hong Kong Public Offering, being Thursday, February 5, 2026, to
require our Company to issue up to an aggregate of 4,123,000 additional H Shares
(representing not more than 15% of the Offer Shares initially available under the Global
Offering assuming the Offer Size Adjustment Option is not exercised at all) or or up to an
STRUCTURE OF THE GLOBAL OFFERING
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--- page 511 ---
aggregate of 4,741,400 additional H Shares (representing not more than 15% of the Offer
Shares initially available under the Global Offering assuming the Offer Size Adjustment
Option is exercised in full), in each case, at the Offer Price to cover over-allocations in the
International Offering, if any.
If the Offer Size Adjustment Option is not exercised and the Over-allotment Option is
exercised in full, the additional H Shares to be issued pursuant thereto will represent
approximately 2.49% of the total Shares in issue immediately following the completion of the
Global Offering and the issue of H Shares pursuant to the Over-allotment Option. If the Offer
Size Adjustment Option and the Over-allotment Option are both exercised in full, the
additional H Shares to be issued pursuant thereto will represent approximately 2.78% of the
total Shares in issue immediately following the completion of the Global Offering and the issue
of H Shares pursuant to the Offer Size Adjustment Option and the Over-allotment Option. If
the Over-allotment Option is exercised, an announcement will be made.
STABILIZATION
Stabilization is a practice used by underwriters in some markets to facilitate the
distribution of securities. To stabilize, the underwriters may bid for, or purchase, the securities
in the secondary market, during a specified period of time, to retard and, if possible, prevent
a decline in the market price of the securities below the offer price. Such transactions may be
effected in jurisdictions where it is permissible to do so, in each case in compliance with all
applicable laws and regulatory requirements. In Hong Kong, the price at which stabilization is
effected is not permitted to exceed the offer price.
In connection with the Global Offering, the Stabilizing Manager or any person acting for
it may make purchases, over-allocate or effect transactions in the market or otherwise take such
stabilizing action(s) with a view to stabilizing or supporting the market price of the H Shares
at a level higher than that which might otherwise prevail for a limited period after the Listing
Date. Any such stabilizing action will be effected in compliance with all applicable laws and
regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules under
the SFO. However, there is no obligation on the Stabilizing Manager or any person acting for
it to conduct any such stabilizing action. Such stabilizing action, if taken, (a) will be conducted
at the absolute discretion of the Stabilizing Manager or any person acting for it, (b) may be
discontinued at any time and (c) is required to be brought to an end within 30 days after the
last day for lodging applications under the Hong Kong Public Offering.
Stabilizing action permitted in Hong Kong pursuant to the Securities and Futures (Price
Stabilizing) Rules of the SFO includes (a) over-allocating for the purpose of preventing or
minimizing any reduction in the market price of the H Shares, (b) selling or agreeing to sell
the H Shares so as to establish a short position in them for the purpose of preventing or
minimizing any reduction in the market price of the H Shares, (c) purchasing or subscribing
for or agreeing to purchase or subscribe for the H Shares pursuant to the Offer Size Adjustment
Option and the Over-allotment Option in order to close out any position established under (a)
or (b) above, (d) purchasing or agreeing to purchase any of the H Shares for the sole purpose
STRUCTURE OF THE GLOBAL OFFERING
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--- page 512 ---
of preventing or minimizing any reduction in the market price of the H Shares, (e) selling or
agreeing to sell any H Shares in order to liquidate any position established as a result of those
purchases and (f) offering or attempting to do anything as described in (b), (c), (d) or (e) above.
Specifically, prospective applicants for and investors in the Offer Shares should note that:
(a) the Stabilizing Manager or any person acting for it may, in connection with the
stabilizing action, maintain a long position in the H Shares;
(b) there is no certainty as to the extent to which and the time or period for which the
Stabilizing Manager or any person acting for it will maintain such a long position;
(c) liquidation of any such long position by the Stabilizing Manager or any person
acting for it and selling in the open market may have an adverse impact on the
market price of the H Shares;
(d) no stabilizing action can be taken to support the price of the H Shares for longer than
the stabilization period, which will begin on the Listing Date and is expected to
expire on Thursday, February 5, 2026, being the 30th day after the last day for
lodging applications under the Hong Kong Public Offering. After this date, when no
further stabilizing action may be taken, demand for the H Shares, and therefore the
price of the H Shares, could fall;
(e) the price of the H Shares cannot be assured to stay at or above the Offer Price by
the taking of any stabilizing action; and
(f) stabilizing bids or transactions effected in the course of the stabilizing action may
be made at any price at or below the Offer Price and can, therefore, be done at a
price below the price paid by applicants for, or investors in, the Offer Shares.
In order to effect stabilizing actions, the Stabilizing Manager will arrange cover of up to
an aggregate of 4,123,000 H Shares (representing not more than 15% of the Offer Shares
initially available under the Global Offering assuming the Offer Size Adjustment Option is not
exercised at all) or up to an aggregate of 4,741,400 additional H Shares (representing not more
than 15% of the Offer Shares initially available under the Global Offering assuming the Offer
Size Adjustment Option is exercised in full). The delayed delivery arrangements (if specifically
agreed by an investor) relate only to the delay in the delivery of the Offer Shares to such
investor and the Offer Price for the Offer Shares allocated to such investor will be fully paid
on or before the Listing Date.
Our Company will ensure or procure that an announcement in compliance with the
Securities and Futures (Price Stabilizing) Rules of the SFO will be made within seven days of
the expiration of the stabilization period.
STRUCTURE OF THE GLOBAL OFFERING
– 502 –


--- page 513 ---
Over-allocation
Following any over-allocation of H Shares in connection with the Global Offering, the
Stabilizing Manager or any person acting for it may cover such over-allocations by exercising
the Offer Size Adjustment Option and the Over-allotment Option in full or in part, by using H
Shares purchased by the Stabilizing Manager or any person acting for it in the secondary
market at prices that do not exceed the Offer Price, or by a combination of these means.
PRICING AND ALLOCATION
The Offer Price will be HK$57.97 per H Share, unless otherwise announced by our
Company no later than the morning of the last day for lodging applications under the Hong
Kong Public Offering, as further explained below.
The International Underwriters will be soliciting from prospective investors indications
of interest in acquiring Offer Shares in the International Offering. Prospective professional and
institutional investors will be required to specify the number of Offer Shares under the
International Offering they would be prepared to acquire either at different prices or at a
particular price. This process, known as “book-building,” is expected to continue up to, and to
cease on or about, the last day for lodging applications under the Hong Kong Public Offering.
The Overall Coordinators (for themselves and on behalf of the Underwriters) may, where
they deem appropriate, based on the level of interest expressed by prospective investors during
the book-building process, and with the consent of our Company, reduce the number of Offer
Shares and/or the Offer Price below that stated in this prospectus at any time in or prior to the
morning of the last day for lodging applications under the Hong Kong Public Offering. In such
case, our Company will, as soon as practicable following the decision to make such reduction,
and in any event not later than the morning of the last day for lodging applications under the
Hong Kong Public Offering, cause to be published on the website of the Stock Exchange at
www.hkexnews.hk and our website at www.ribolia.com notices of the reduction in the number
of Offer Shares and/or the Offer Price, the cancellation of the Global Offering and the relaunch
of the offering on FINI at the revised number of Offer Shares and/or the Offer Price. Our
Company will also, as soon as practicable following the decision to make such reduction, issue
a supplemental or new prospectus updating investors of the reduction in the number of Offer
Shares and/or the Offer Price, and giving investors at least three business days to consider the
new information. The supplemental or new prospectus shall include at least the following:
updated (a) Offer Price and market capitalization; (b) listing timetable and underwriting
obligations; (c) price/earnings multiple (if applicable), unaudited pro forma and adjusted net
tangible assets; and (d) use of proceeds and working capital adequacy confirmation based on
revised estimated proceeds. In the event of a reduction in the number of Offer Shares, the
Overall Coordinators may also at their discretion reallocate the number of Offer Shares to be
offered under the Hong Kong Public Offering and the International Offering, provided that the
number of Offer Shares offered under the Hong Kong Public Offering shall not be less than
10% of the Offer Shares available under the Global Offering (without taking into account any
STRUCTURE OF THE GLOBAL OFFERING
– 503 –


--- page 514 ---
additional H Shares that may be issued pursuant to the Offer Size Adjustment Option and the
Over-allotment Option). In the absence of any such supplemental or new prospectus so
published, the number of Offer Shares will not be reduced and the Offer Price will be
HK$57.97 per H Share.
If there is any change to the offer size due to change in the number of Offer Shares
initially offered under the Global Offering (other than pursuant to the exercise of the Offer Size
Adjustment Option, the Over-allotment Option and/or the reallocation mechanism as disclosed
in this prospectus), or if there is any change to the Offer Price as stated in this prospectus, or
if our Company becomes aware that there has been a significant change affecting any matter
contained in this prospectus or a significant new matter has arisen, the inclusion of information
in respect of which would have been required to be in this prospectus if it had arisen before
this prospectus was issued, after the issue of this prospectus and before the commencement of
dealings in our H Shares as prescribed under Rule 11.13 of the Listing Rules, we are required
to cancel the Global Offering, issue a supplemental or new prospectus and relaunch the offering
on FINI pursuant to the supplemental or new prospectus.
The level of applications in the Hong Kong Public Offering, the level of indications of
interest in the International Offering and the basis of allocation of the Hong Kong Offer Shares
are expected to be announced on Thursday, January 8, 2026 on the website of the Stock
Exchange at www.hkexnews.hk and our website at www.ribolia.com .
UNDERWRITING
The Hong Kong Public Offering is fully underwritten by the Hong Kong Underwriters
under the terms and conditions of the Hong Kong Underwriting Agreement. Our Company
expects to enter into the International Underwriting Agreement relating to the International
Offering on or about January 7, 2026. These underwriting arrangements, including the
Underwriting Agreements, are summarized in “Underwriting.”
CONDITIONS OF THE GLOBAL OFFERING
Acceptance of all applications for Offer Shares will be conditional on:
(a) the Listing Committee granting approval for the listing of, and permission to deal in,
the H Shares to be converted from Unlisted Shares and to be issued pursuant to the
Global Offering (including any additional H Shares that may be issued pursuant to
the exercise of the Offer Size Adjustment Option and the Over-allotment Option) on
the Main Board of the Stock Exchange, and such approval and permission not
having been withdrawn or revoked prior to the commencement of dealings in the H
Shares on the Stock Exchange;
(b) the execution and delivery of the International Underwriting Agreement on or about
January 7, 2026; and
STRUCTURE OF THE GLOBAL OFFERING
– 504 –


--- page 515 ---
(c) the obligations of the Hong Kong Underwriters under the Hong Kong Underwriting
Agreement and the obligations of the International Underwriters under the
International Underwriting Agreement becoming and remaining unconditional and
not having been terminated in accordance with the terms of the respective
agreements,
in each case on or before the dates and times specified in the respective Underwriting
Agreements (unless and to the extent such conditions are validly waived on or before such
dates and times) and, in any event, not later than the date which is 30 days after the date of
this prospectus.
The consummation of each of the Hong Kong Public Offering and the International Offering
is conditional upon, among other things, the other offering becoming unconditional and not
having been terminated in accordance with its terms.
If the above conditions are not fulfilled or waived prior to the dates and times specified, the
Global Offering will lapse and the Stock Exchange will be notified immediately. Notice of the
lapse of the Hong Kong Public Offering will be published on the website of the Stock
Exchange at www.hkexnews.hk and our website at www.ribolia.com on the next day
following such lapse. In such a situation, all application monies will be returned, without
interest, on the terms set out in “How to Apply for Hong Kong Offer Shares — D.
Dispatch/Collection of H Share Certificates and Refund of Application Monies.” In the
meantime, all application monies will be held in separate bank account(s) with the receiving
bank or other bank(s) in Hong Kong licensed under the Banking Ordinance (Chapter 155 of the
Laws of Hong Kong).
The H Share certificates for the Offer Shares will only become valid evidence of title at 8:00
a.m. on the Listing Date, which is expected to be Friday, January 9, 2026 (Hong Kong time),
provided that the Global Offering has become unconditional in all respects and the right of
termination described in “Underwriting — Underwriting Arrangements and Expenses — Hong
Kong Public Offering — Grounds for Termination” has not been exercised. Investors who trade
H Shares prior to the receipt of H Share certificates or prior to the H Share certificates
becoming valid evidence of title do so entirely at their own risk.
DEALINGS IN THE H SHARES
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00
a.m. on Friday, January 9, 2026 (Hong Kong time), dealings in the H Shares on the Stock
Exchange are expected to commence at 9:00 a.m. on Friday, January 9, 2026 (Hong Kong
time). The H Shares will be traded in board lots of 200 H Shares each. The stock code of the
H Shares will be 6938.
STRUCTURE OF THE GLOBAL OFFERING
– 505 –


--- page 516 ---
IMPORTANT NOTICE TO INVESTORS
OF HONG KONG OFFER SHARES
FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong
Public Offering and below are the procedures for application.
This prospectus is available at the website of the Stock Exchange at
www.hkexnews.hk under “ HKEXnews > New Listings > New Listing Information ” and
our website at www.ribolia.com .
The contents of this prospectus are identical to the prospectus as registered with the
Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies
(Winding Up and Miscellaneous Provisions) Ordinance.
A. APPLICATION FOR HONG KONG OFFER SHARES
1. Who Can Apply
Y ou can apply for Hong Kong Offer Shares if you or the person(s) for whose benefit you
are applying:
 are 18 years of age or older; and
 have a Hong Kong address (for the White Form eIPO service only).
Unless permitted by the Listing Rules, you cannot apply for any Hong Kong Offer Shares
if you or the person(s) for whose benefit you are applying:
 are an existing Shareholder, a Director or a Supervisor;
 are a close associate of any of the above;
 are a core connected person (as defined in the Listing Rules) of the Company or will
become a core connected person of the Company immediately upon completion of
the Global Offering; or
 have been allocated or have applied for any International Offer Shares or otherwise
participated in the International Offering.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 506 –


--- page 517 ---
2. Application Channels
The Hong Kong Public Offering period will begin at 9:00 a.m. on Wednesday,
December 31, 2025 and end at 12:00 noon on Tuesday, January 6, 2026 (Hong Kong time).
To apply for Hong Kong Offer Shares, you may use one of the following application
channels:
Application
Channel Platform Target Investors Application Time
White Form eIPO
service /H1118/H1118/H1118/H1118/H1118/H1118
www.eipo.com.hk Applicants who would like to
receive a physical H Share
certificate. Hong Kong Offer
Shares successfully applied for
will be allotted and issued in
your own name.
From 9:00 a.m. on
Wednesday,
December 31, 2025 to
11:30 a.m. on Tuesday,
January 6, 2026 (Hong
Kong time).
The latest time for
completing full payment
of application monies
will be 12:00 noon on
Tuesday, January 6,
2026 (Hong Kong time).
HKSCC EIPO
channel /H1118/H1118/H1118/H1118/H1118/H1118
Y our broker or custodian
who is a HKSCC
Participant will submit
electronic application
instruction(s) on your
behalf through HKSCC’s
FINI system in
accordance with your
instructions.
Applicants who would not like to
receive a physical H Share
certificate. Hong Kong Offer
Shares successfully applied for
will be allotted and issued in
the name of HKSCC Nominees,
deposited directly into CCASS
and credited to your designated
HKSCC Participant’s stock
account.
Contact your broker or
custodian for the earliest
and latest time for
giving such instructions,
as this may vary by
broker or custodian.
The White Form eIPO service and the HKSCC EIPO channel are facilities subject to
capacity limitations and potential service interruptions, and you are advised not to wait until
the last day for applications to apply for Hong Kong Offer Shares.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 518 ---
For those applying through the White Form eIPO service, once you complete payment
in respect of any application instruction given by you or for your benefit through the White
Form eIPO service to make an application for Hong Kong Offer Shares, an actual application
shall be deemed to have been made. If you are a person for whose benefit the application
instructions are given, you shall be deemed to have declared that only one set of application
instructions has been given for your benefit. If you are an agent for another person, you shall
be deemed to have declared that you have only given one set of application instructions for the
benefit of the person for whom you are an agent and that you are duly authorized to give those
instructions as an agent.
For the avoidance of doubt, giving an application instruction under the White Form eIPO
service more than once and obtaining different application reference numbers without effecting
full payment in respect of a particular reference number will not constitute an actual
application.
If you apply through the White Form eIPO service, you are deemed to have authorized
the White Form eIPO Service Provider to apply on the terms and conditions in this
prospectus, as supplemented and amended by the terms and conditions of the White Form
eIPO service.
By instructing your broker or custodian to apply for Hong Kong Offer Shares on your
behalf through the HKSCC EIPO channel, you (and, if you are joint applicants, each of you
jointly and severally) are deemed to have instructed and authorized HKSCC to cause HKSCC
Nominees (acting as nominee for the relevant HKSCC Participants) to apply for Hong Kong
Offer Shares on your behalf and to do on your behalf all the things stated in this prospectus
and any supplement to it.
For those applying through the HKSCC EIPO channel, an actual application will be
deemed to have been made for any application instruction given by you or for your benefit to
HKSCC (in which case an application will be made by HKSCC Nominees on your behalf)
provided such application instruction has not been withdrawn or otherwise invalidated before
the closing time of the Hong Kong Public Offering.
HKSCC Nominees will only be acting as a nominee for you and neither HKSCC nor
HKSCC Nominees shall be liable to you or any other person in respect of any actions taken by
HKSCC or HKSCC Nominees on your behalf to apply for Hong Kong Offer Shares or for any
breach of the terms and conditions of this prospectus.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 508 –


--- page 519 ---
3. Information Required to Apply
Y ou must provide the following information with your application:
For Individual/Joint Applicants For Corporate Applicants
 Full name(s) (2) as shown on your
identity document
 Identity document’s issuing country
or jurisdiction
 Identity document type, with order
of priority:
i. Hong Kong identity card
(“HKID ”); or
ii. National identification
document; or
iii. Passport
 Identity document number
 Full name(s) (2) as shown on your
identity document
 Identity document’s issuing country
or jurisdiction
 Identity document type, with order
of priority:
i. Legal Entity Identifier (“ LEI”)
registration document; or
ii. Certificate of incorporation; or
iii. Business registration
certificate; or
iv. Other equivalent document
 Identity document number
Notes:
(1) If you are applying through the White Form eIPO service, you are required to provide a valid e-mail
address, a contact telephone number and a Hong Kong address. Y ou are also required to declare that the
identity information provided by you follows the requirements as described in Note 2 below. In
particular, where you cannot provide a HKID number, you must confirm that you do not hold a HKID.
(2) The applicant’s full name as shown on his/her/its identity document must be used and the surname,
given name, middle and other names (if any) must be input in the same order as shown on the identity
document. If an applicant’s identity document contains both English and Chinese names, both English
and Chinese names must be used. Otherwise, either English or Chinese name will be accepted. The order
of priority of the applicant’s identity document type must be strictly followed and where an individual
applicant has a valid HKID card (including Hong Kong residents and Hong Kong permanent residents),
the HKID number must be used when making an application for Hong Kong Offer Shares. Similarly, for
corporate applicants, a LEI number must be used if an entity has a LEI certificate.
(3) If the applicant is a trustee, the client identification data (“ CID”) of the trustee, as set out above, will
be required. If the applicant is an investment fund (i.e. a collective investment scheme, or CIS), the CID
of the asset management company or the individual fund, as appropriate, which has opened a trading
account with the broker will be required, as above.
(4) The maximum number of joint applicants on FINI is capped at 4 in accordance with market practice.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 509 –


--- page 520 ---
(5) If you are applying as a nominee, you must provide: (i) the full name (as shown on the identity
document), the identity document’s issuing country or jurisdiction, the identity document type; and (ii)
the identity document number, for each of the beneficial owners or, in the case(s) of joint beneficial
owners, for each of the joint beneficial owners. If you do not include this information, the application
will be treated as being made for your benefit.
(6) If an application is made by an unlisted company and (i) the principal business of that company is
dealing in securities; and (ii) you exercise statutory control over that company, then the application will
be treated as being for your benefit and you should provide the required information in your application
as stated above.
“Unlisted company ” means a company with no equity securities listed on the Stock Exchange or any
other stock exchange.
“Statutory control ” means you:
 control the composition of the board of directors of the company;
 control more than half of the voting power of the company; or
 hold more than half of the issued share capital of the company (not counting any part of it which
carries no right to participate beyond a specified amount in a distribution of either profits or
capital).
For those applying through the HKSCC EIPO channel and making an application under
a power of attorney, the Overall Coordinators may accept the application at its discretion and
on any conditions it thinks fit, including evidence of the attorney’s authority.
Failing to provide any required information may result in your application being rejected.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 510 –


--- page 521 ---
4. Permitted Number of Hong Kong Offer Shares for Application
Board lot size /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118: 200 H Shares
Permitted number of Hong
Kong Offer Shares for
application and amount
payable on application/
successful allotment /H1118/H1118/H1118
: Hong Kong Offer Shares are available for
application in specified board lot sizes only. Please
refer to the amount payable associated with each
specified board lot size in the table below.
The Offer Price is HK$57.97 per H Share, plus
brokerage of 1.0%, SFC transaction levy of
0.0027%, AFRC transaction levy of 0.00015% and
Stock Exchange trading fee of 0.00565%.
If you are applying through the White Form eIPO
service, you may refer to the table below for the
amount payable for the number of H Shares you
have selected. Y ou must pay the respective
maximum amount payable on application in full
upon application for Hong Kong Offer Shares.
If you are applying through the HKSCC EIPO
channel, your broker or custodian may require you
to pre-fund your application, in such amount, as
determined by the broker or custodian, based on the
applicable laws and regulations in Hong Kong. Y ou
are responsible for complying with any such pre-
funding requirement imposed by your broker or
custodian with respect to the Hong Kong Offer
Shares you applied for.
By instructing your broker or custodian to apply for
Hong Kong Offer Shares on your behalf through the
HKSCC EIPO channel, you (and, if you are joint
applicants, each of you jointly and severally) are
deemed to have instructed and authorized HKSCC
to cause HKSCC Nominees (acting as nominee for
the relevant HKSCC Participants) to arrange
payment of the Offer Price, brokerage, SFC
transaction levy, AFRC transaction levy and Stock
Exchange trading fee by debiting the relevant
nominee bank account at the designated bank for
your broker or custodian.
HOW TO APPLY FOR HONG KONG OFFER SHARES
–5 1 1–


--- page 522 ---
No. of
Hong Kong
Offer Shares
applied for
Maximum
amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
amount
payable (2) on
application/
successful
allotment
No. of
Hong Kong
Offer Shares
applied for
Maximum
amount
payable (2) on
application/
successful
allotment
HK$ HK$ HK$ HK$
200 11,710.93 3,000 175,663.89 40,000 2,342,185.10 300,000 17,566,388.24
400 23,421.85 4,000 234,218.51 50,000 2,927,731.38 350,000 20,494,119.61
600 35,132.78 5,000 292,773.14 60,000 3,513,277.65 400,000 23,421,850.98
800 46,843.70 6,000 351,327.76 70,000 4,098,823.92 500,000 29,277,313.73
1,000 58,554.64 7,000 409,882.40 80,000 4,684,370.20 600,000 35,132,776.46
1,200 70,265.55 8,000 468,437.02 90,000 5,269,916.48 700,000 40,988,239.21
1,400 81,976.48 9,000 526,991.65 100,000 5,855,462.75 800,000 46,843,701.95
1,600 93,687.40 10,000 585,546.27 150,000 8,783,194.12 900,000 52,699,164.70
1,800 105,398.34 20,000 1,171,092.55 200,000 11,710,925.49 1,000,000 58,554,627.46
2,000 117,109.25 30,000 1,756,638.83 250,000 14,638,656.87 1,374,400
(1) 80,477,479.97
Notes:
(1) The maximum number of Hong Kong Offer Shares you may apply for.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, AFRC transaction levy and Stock
Exchange trading fee. If your application is successful, the brokerage will be paid to the Exchange Participants
and the SFC transaction levy, the AFRC transaction levy and the Stock Exchange trading fee will be paid to
the Stock Exchange (in the case of the SFC transaction levy and the AFRC transaction levy, collected by the
Stock Exchange on behalf of the SFC and the AFRC, respectively).
5. Multiple Applications Prohibited
Y ou or your joint applicant(s) shall not make more than one application for your own
benefit, except where you are a nominee and provide the information of the underlying investor
in your application as required under “— A. Application for Hong Kong Offer Shares — 3.
Information Required to Apply” above. If you are suspected of submitting or causing to be
submitted more than one application, all of your applications will be rejected.
Multiple applications made either through (i) the White Form eIPO service, (ii) the
HKSCC EIPO channel or (iii) both channels concurrently are prohibited and will be rejected.
If you have made an application through the White Form eIPO service or the HKSCC EIPO
channel, you or the person(s) for whose benefit you have made the application shall not apply
for any International Offer Shares.
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 512 –


--- page 523 ---
6. Terms and Conditions of an Application
By applying for Hong Kong Offer Shares through the White Form eIPO service or the
HKSCC EIPO channel, you (or as the case may be, HKSCC Nominees will do the following
things on your behalf):
(a) undertake to execute all relevant documents and instruct and authorize us and/or the
Overall Coordinators (or its agents or nominees), as our agents, to execute any
documents for you and to do on your behalf all things necessary to register any Hong
Kong Offer Shares allocated to you in your name or in the name of HKSCC
Nominees as required by the Articles of Association, and (if you are applying
through the HKSCC EIPO channel) to deposit the allotted Hong Kong Offer Shares
directly into CCASS for the credit of your designated HKSCC Participant’s stock
account on your behalf;
(b) confirm that you have read and understood the terms and conditions and application
procedures set out in this prospectus and the designated website of the White Form
eIPO service (or as the case may be, the agreement you entered into with your
broker or custodian), and agree to be bound by them;
(c) (if you are applying through the HKSCC EIPO channel) agree to the arrangements,
undertakings and warranties under the participant agreement between your broker or
custodian and HKSCC and observe the General Rules of HKSCC and the HKSCC
Operational Procedures for giving application instructions to apply for Hong Kong
Offer Shares;
(d) confirm that you are aware of the restrictions on the Hong Kong Public Offering set
out in this prospectus and they do not apply to you or the person(s) for whose benefit
you have made the application;
(e) confirm that you have read this prospectus and any supplement to it, and have relied
only on the information and representations contained therein in making your
application (or as the case may be, causing your application to be made), and will
not rely on any other information or representations;
(f) agree that we, the Joint Sponsors, the Sponsor-Overall Coordinators, the Overall
Coordinators, the Joint Global Coordinators, the Joint Bookrunners, the Joint Lead
Managers, the Underwriters, the Capital Market Intermediaries, our and their
respective directors, supervisors, officers, employees, partners, agents, advisers and
other parties involved in the Global Offering (the “ Relevant Persons ”), the H Share
Registrar, the White Form eIPO Service Provider and HKSCC will not be liable for
any information and representations not in this prospectus and any supplement to it;
HOW TO APPLY FOR HONG KONG OFFER SHARES
– 513 –


--- page 524 ---
(g) undertake and confirm that you or the person(s) for whose benefit you have made
the application have not applied for or taken up, or indicated an interest in, and will
not apply for or take up, or indicate an interest in, any International Offer Shares nor
participated in the International Offering;
(h) agree to disclose the details of your application and your personal data and any other
personal data which may be required about you and the person(s) for whose benefit
you have made the application to us, the Relevant Persons, the H Share Registrar,
HKSCC, HKSCC Nominees, the Stock Exchange, the SFC and any other statutory
regulatory or governmental bodies or otherwise as required by laws, rules or
regulations, for the purposes specified under “— G. Personal Data” below;
(i) agree (without prejudice to any other rights which you may have once your
application (or as the case may be, HKSCC Nominees’ application) has been
accepted) that you will not rescind it because of an innocent misrepresentation;
(j) agree that subject to Section 44A(6) of the Companies (Winding Up and
Miscellaneous Provisions) Ordinance, any application made by you or HKSCC
Nominees on your behalf cannot be revoked once it is accepted, which will be
evidenced by the notification of the result of the ballot by the H Share Registrar by
way of publication of the results at the time and in the manner as specified in “—
B. Publication of Results” below;
(k) confirm that you are aware of the situations specified in “— C. Circumstances in
Which Y ou Will Not Be Allocated Hong Kong Offer Shares” below;
(l) agree that your application or HKSCC Nominees’ application, any acceptance of it
and the resulting contract will be governed by and construed in accordance with the
laws of Hong Kong;
(m) agree and warrant that you have complied with the Companies Ordinance, the
Companies (Winding Up and Miscellaneous Provisions) Ordinance, the Articles of
Association, and laws of any place outside Hong Kong that apply to your
application, and that neither we nor the Relevant Persons will breach any law inside
and/or outside Hong Kong as a result of the acceptance of your offer to purchase,
or any action arising from your rights and obligations under the terms and conditions
contained in this prospectus;
(n) represent, warrant and undertake that (a) you understand that the Hong Kong Offer
Shares have not been and will not be registered under the U.S. Securities Act; and
(b) you and the person(s) for whose benefit you have made the application are
outside the United States (as defined in Regulation S) or are a person described in
paragraph (h)(3) of Rule 902 of Regulation S;
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 525 ---
(o) confirm that (a) your application or HKSCC Nominees’ application on your behalf
is not financed directly or indirectly by the Company, any of the director(s),
supervisor(s), chief executive(s), controlling shareholder(s), substantial
shareholder(s) or other existing shareholder(s) of the Company or any of its
subsidiaries or any of their respective close associates; and (b) you are not
accustomed or will not be accustomed to taking instructions from the Company, any
of the director(s), supervisor(s), chief executive(s), controlling shareholder(s),
substantial shareholder(s) or other existing shareholder(s) of the Company or any of
its subsidiaries or any of their respective close associates in relation to the
acquisition, disposal, voting or other disposition of the H Shares registered in your
name or otherwise held by you;
(p) warrant that the information you have provided is true and accurate;
(q) confirm that you understand that we and the Overall Coordinators will rely on your
declarations and representations in deciding whether or not to allocate any Hong
Kong Offer Shares to you, and that you may be prosecuted for making a false
declaration;
(r) agree to accept Hong Kong Offer Shares applied for or any lesser number allocated
to you under the application;
(s) authorize us to place your name(s) or the name of HKSCC Nominees on our register
of members as the holder(s) of any Hong Kong Offer Shares allocated to you and
such other registers as may be required under the Articles of Association, and we
and/or our agents to send any H Share certificate(s) and/or any White Form
e-Refund payment instructions and/or any refund check(s) to you or the first-named
applicant for joint application to the address specified in your application
instructions by ordinary post at your own risk, unless you are eligible to collect the
H Share certificate(s) and/or refund check(s) in person;
(t) declare and represent that this is the only application made and the only application
intended by you to be made to benefit you or the person for whose benefit you are
applying;
(u) (if the application is made for your own benefit) warrant that no other application
has been or will be made for your benefit by giving application instructions to
HKSCC directly or indirectly or through the White Form eIPO service or by you
or by anyone as your agent or by any other person; and
(v) (if you are making the application as an agent for the benefit of another person)
warrant that (a) no other application has been or will be made by you as agent for
or for the benefit of that person or by that person or by any other person as agent
for that person by giving application instructions to HKSCC and (b) you have due
authority to give application instructions on behalf of that other person as its agent.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 526 ---
B. PUBLICATION OF RESULTS
Results of Allocation
Y ou can check whether you are successfully allocated any Hong Kong Offer Shares
through:
Platform Date/Time
Applying through White Form eIPO service or HKSCC EIPO channel:
Website /H1118The designated results of allocation website at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment ) with a
“search by ID” function.
The full list of (i) wholly or partially
successful applicants using the White Form
eIPO service and HKSCC EIPO channel,
and (ii) the number of Hong Kong Offer
Shares conditionally allotted to them, among
other things, will be displayed on the
“Allotment Results” page of the White
Form eIPO service at
www.iporesults.com.hk (alternatively:
www.eipo.com.hk/eIPOAllotment ).
24 hours, from 11:00
p.m. on Thursday,
January 8, 2026 to
12:00 midnight on
Wednesday, January
14, 2026 (Hong Kong
time).
The website of the Stock Exchange at
www.hkexnews.hk and our website at
www.ribolia.com , which will provide links
to the above-mentioned websites of the H
Share Registrar.
By 11:00 p.m. on
Thursday, January 8,
2026 (Hong Kong
time).
Telephone /H1118+852 2862 8555 – the allocation results
telephone enquiry line provided by the H
Share Registrar
Between 9:00 a.m. and
6:00 p.m. on Friday,
January 9, 2026,
Monday, January 12,
2026,
Tuesday, January 13,
2026
and Wednesday,
January 14, 2026
(Hong Kong time).
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 527 ---
For those applying through the HKSCC EIPO channel, you may also check with your
broker or custodian from 6:00 p.m. on Wednesday, January 7, 2026 (Hong Kong time).
HKSCC Participants can log into FINI and review the allotment result from 6:00 p.m. on
Wednesday, January 7, 2026 (Hong Kong time) on a 24-hour basis, and should report any
discrepancies on allotments to HKSCC as soon as practicable.
Allocation Announcement
We expect to announce the level of indications of interest in the International Offering,
the level of applications in the Hong Kong Public Offering and the basis of allocation of the
Hong Kong Offer Shares on the website of the Stock Exchange at www.hkexnews.hk and our
website at www.ribolia.com by no later than 11:00 p.m. on Thursday, January 8, 2026 (Hong
Kong time).
C. CIRCUMSTANCES IN WHICH YOU WILL NOT BE ALLOCATED HONG KONG
OFFER SHARES
Y ou should note the following situations in which Hong Kong Offer Shares will not be
allocated to you or the person(s) for whose benefit you are applying:
1. If your application is revoked:
Y our application or the application made by HKSCC Nominees on your behalf may be
revoked pursuant to Section 44A(6) of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance.
2. If we or our agents exercise our discretion to reject your application:
We, the Overall Coordinators, the H Share Registrar and their respective agents and
nominees have full discretion to reject or accept any application, or to accept only part of any
application, without giving any reasons.
3. If the allocation of Hong Kong Offer Shares is void:
The allocation of Hong Kong Offer Shares will be void if the Stock Exchange does not
grant permission to list the H Shares either:
 within three weeks from the closing date of the application lists; or
 within a longer period of up to six weeks if the Stock Exchange notifies us of that
longer period within three weeks of the closing date of the application lists.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 528 ---
4. If:
 you make multiple applications or suspected multiple applications. Y ou may refer to
“— A. Application for Hong Kong Offer Shares — 5. Multiple Applications
Prohibited” above on what constitutes multiple applications;
 your application instruction is incomplete;
 your payment (or confirmation of funds, as the case may be) is not made correctly;
 the Underwriting Agreements do not become unconditional or are terminated; or
 the Company or the Overall Coordinators believes that by accepting your
application, it or they would violate applicable securities or other laws, rules or
regulations.
5. If there is money settlement failure for allotted Shares:
Based on the arrangements between HKSCC Participants and HKSCC, HKSCC
Participants will be required to hold sufficient application funds on deposit with their
designated bank before balloting. After balloting of Hong Kong Offer Shares, the receiving
bank will collect the portion of these funds required to settle each HKSCC Participant’s actual
Hong Kong Offer Share allotment from their designated bank.
There is a risk of money settlement failure. In the extreme event of money settlement
failure by a HKSCC Participant (or its designated bank), who is acting on your behalf in
settling payment for your allotted shares, HKSCC will contact the defaulting HKSCC
Participant and its designated bank to determine the cause of failure and request such
defaulting HKSCC Participant to rectify or procure to rectify the failure.
However, if it is determined that such settlement obligation cannot be met, the affected
Hong Kong Offer Shares will be reallocated to the International Offering. Hong Kong Offer
Shares applied for by you through the broker or custodian may be affected to the extent of the
settlement failure. In the extreme case, you will not be allocated any Hong Kong Offer Shares
due to the money settlement failure by such HKSCC Participant. None of us, the Relevant
Persons, the H Share Registrar and HKSCC is or will be liable if Hong Kong Offer Shares are
not allocated to you due to the money settlement failure.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 529 ---
D. DISPATCH/COLLECTION OF H SHARE CERTIFICATES AND REFUND OF
APPLICATION MONIES
Y ou will receive one H Share certificate for all Hong Kong Offer Shares allotted to you
under the Hong Kong Public Offering (except pursuant to applications made through the
HKSCC EIPO channel where the H Share certificates will be deposited into CCASS as
described below).
No temporary document of title will be issued in respect of the H Shares. No receipt will
be issued for sums paid on application.
The H Share certificates will only become valid evidence of title at 8:00 a.m. on the
Listing Date, which is expected to be Friday, January 9, 2026 (Hong Kong time), provided that
the Global Offering has become unconditional in all respects and the right of termination
described in “Underwriting — Underwriting Arrangements and Expenses — Hong Kong Public
Offering — Grounds for Termination” has not been exercised. Investors who trade H Shares
prior to the receipt of H Share certificates or prior to the H Share certificates becoming valid
evidence of title do so entirely at their own risk.
The right is reserved to retain any H Share certificate(s) and (if applicable) any surplus
application monies pending clearance of application monies.
The following sets out the relevant procedures and time:
White Form eIPO service HKSCC EIPO channel
Dispatch/collection of H Share certificate
For H Share
certificate(s) of
1,000,000 Hong
Kong Offer Shares
or more issued under
your own name /H1118/H1118/H1118/H1118
Collection in person from
the H Share Registrar,
Computershare Hong
Kong Investor Services
Limited, Shops
1712-1716, 17th Floor,
Hopewell Centre,
183 Queen’s Road East,
Wan Chai, Hong Kong.
Time : from 9:00 a.m. to
1:00 p.m. on Friday,
January 9, 2026
(Hong Kong time).
H Share certificate(s) will
be issued in the name of
HKSCC Nominees,
deposited into CCASS
and credited to your
designated HKSCC
Participant’s stock
account.
No action by you is
required.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 530 ---
White Form eIPO service HKSCC EIPO channel
If you are an individual,
you must not authorize
any other person to
collect for you. If you are
a corporate applicant,
your authorized
representative must bear a
letter of authorization
from your corporation
stamped with your
corporation’s chop.
Both individuals and
authorized representatives
must produce, at the time
of collection, evidence of
identity acceptable to the
H Share Registrar.
Note: If you do not collect
your H Share
certificate(s) personally
within the time above,
it/they will be sent to the
address specified in your
application instructions by
ordinary post at your own
risk.
For H Share
certificate(s) of less
than 1,000,000 Hong
Kong Offer Shares
issued under your
own name /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Y our H Share certificate(s)
will be sent to the address
specified in your
application instructions by
ordinary post at your own
risk.
Time: Thursday,
January 8, 2026
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 531 ---
White Form eIPO service HKSCC EIPO channel
Refund mechanism for surplus application monies paid by you
Date /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Friday, January 9, 2026 Subject to the arrangement
between you and your
broker or custodian.
Responsible party /H1118/H1118/H1118/H1118H Share Registrar. Y our broker or custodian.
Application monies
paid through single
bank account /H1118/H1118/H1118/H1118/H1118/H1118
White Form e-Refund
payment instructions to
your designated bank
account.
Y our broker or custodian
will arrange refund to
your designated bank
account subject to the
arrangement between you
and it.
Application monies
paid through
multiple bank
accounts /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Refund check(s) will be
dispatched to the address
specified in your
application instructions by
ordinary post at your own
risk.
Except in the event of any Severe Weather Signals (as defined below) in force in Hong
Kong on Thursday, January 8, 2026 rendering it impossible for the relevant H Share certificates
to be dispatched to HKSCC in a timely manner, the Company shall procure the H Share
Registrar to arrange for delivery of the supporting documents and H Share certificates in
accordance with the contingency arrangements as agreed between them. Y ou may refer to “—
E. Severe Weather Arrangements” in this section.
E. SEVERE WEATHER ARRANGEMENTS
The application lists will not open or close on Tuesday, January 6, 2026 if there is/are:
 a tropical cyclone warning signal number 8 or above;
 a “black” rainstorm warning signal; and/or
 Extreme Conditions
(collectively, “ Severe Weather Signals ”)
in force in Hong Kong at any time between 9:00 a.m. and 12:00 noon on Tuesday, January 6,
2026 (Hong Kong time).
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 532 ---
Instead they will open at 11:45 a.m. and/or close at 12:00 noon on the next business day
which does not have Severe Weather Signals in force in Hong Kong at any time between 9:00
a.m. and 12:00 noon (Hong Kong time).
Prospective investors should be aware that a postponement of the opening/closing of the
application lists may result in a delay in the Listing Date. Should there be any changes to the
dates mentioned in “Expected Timetable,” an announcement will be made and published on the
website of the Stock Exchange at www.hkexnews.hk and our website at www.ribolia.com of
the revised timetable.
If a Severe Weather Signal is hoisted on Thursday, January 8, 2026:
 the H Share Registrar will make appropriate arrangements for the delivery of the H
Share certificates to CCASS so that they would be available for trading on
Friday, January 9, 2026; and
 for physical H Share certificate(s) of less than 1,000,000 Hong Kong Offer Shares
issued under your own name, dispatch will be made by ordinary post when the post
office re-opens after the Severe Weather Signal is lowered or canceled (e.g. in the
afternoon of Thursday, January 8, 2026 or on Friday, January 9, 2026).
If a Severe Weather Signal is hoisted on Friday, January 9, 2026, for physical H Share
certificate(s) of 1,000,000 Hong Kong Offer Shares or more issued under your own name, you
may pick it/them up from the H Share Registrar’s office after the Severe Weather Signal is
lowered or canceled (e.g. in the afternoon of Friday, January 9, 2026 or on Monday, January 12,
2026).
Prospective investors should be aware that if they choose to receive physical H Share
certificates issued in their own name, there may be a delay in receiving the H Share
certificates.
F. ADMISSION OF THE H SHARES INTO CCASS
If the Stock Exchange grants the listing of, and permission to deal in, the H Shares on the
Stock Exchange and we comply with the stock admission requirements of HKSCC, the H
Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement
in CCASS with effect from the date of commencement of dealings in the H Shares on the Stock
Exchange or any other date HKSCC chooses. Settlement of transactions between Exchange
Participants is required to take place in CCASS on the second settlement day after any trading
day.
All activities under CCASS are subject to the General Rules of HKSCC and the HKSCC
Operational Procedures in effect from time to time.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 533 ---
All necessary arrangements have been made enabling the H Shares to be admitted into
CCASS.
Y ou should seek the advice of your broker or other professional advisers for details of
those settlement arrangements as such arrangements may affect your rights and interests.
G. PERSONAL DATA
The following Personal Information Collection Statement applies to any personal data
collected and held by the Company, the H Share Registrar, the receiving bank and the Relevant
Persons about you in the same way as it applies to personal data about applicants other than
HKSCC Nominees. Such personal data may include client identifier(s) and your identification
information. By giving application instructions to HKSCC, you acknowledge that you have
read, understood and agree to all of the terms of the Personal Information Collection Statement
below.
1. Personal Information Collection Statement
This Personal Information Collection Statement informs applicant for, and holder of,
Hong Kong Offer Shares, of the policies and practices of the Company and the H Share
Registrar in relation to personal data and the Personal Data (Privacy) Ordinance (Chapter 486
of the Laws of Hong Kong).
2. Reasons for the Collection of Y our Personal Data
It is necessary for applicants and registered holders of Hong Kong Offer Shares to ensure
that personal data supplied to the Company or its agents and the H Share Registrar is accurate
and up-to-date when applying for Hong Kong Offer Shares or transferring Hong Kong Offer
Shares into or out of their names or in procuring the services of the H Share Registrar.
Failure to supply the requested data or supplying inaccurate data may result in your
application for Hong Kong Offer Shares being rejected, or in the delay or the inability of the
Company or the H Share Registrar to effect transfers or otherwise render their services. It may
also prevent or delay registration or transfers of Hong Kong Offer Shares which you have
successfully applied for and/or the dispatch of H Share certificate(s) to which you are entitled.
It is important that applicants for and holders of Hong Kong Offer Shares inform the
Company and the H Share Registrar immediately of any inaccuracies in the personal data
supplied.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 534 ---
3. Purposes
Y our personal data may be used, held, processed and/or stored (by whatever means) for
the following purposes:
 processing your application and refund check and White Form e-Refund payment
instruction(s), where applicable, verification of compliance with the terms and
application procedures set out in this prospectus and announcing results of
allocation of Hong Kong Offer Shares;
 compliance with applicable laws and regulations in Hong Kong and elsewhere;
 registering new issues or transfers into or out of the names of the holders of the H
Shares including, where applicable, HKSCC Nominees;
 maintaining or updating the Company’s register of members;
 verifying identities of applicants for and holders of the H Shares and identifying any
duplicate applications for the H Shares;
 facilitating Hong Kong Offer Shares balloting;
 establishing benefit entitlements of holders of the H Shares, such as dividends,
rights issues, bonus issues, etc.;
 distributing communications from the Company and its subsidiaries;
 compiling statistical information and profiles of the holder of the H Shares;
 disclosing relevant information to facilitate claims on entitlements; and
 any other incidental or associated purposes relating to the above and/or to enable the
Company and the H Share Registrar to discharge their obligations to applicants for
and holders of the H Shares and/or regulators and/or any other purposes to which
applicants for and holders of the H Shares may from time to time agree.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 535 ---
4. Transfer of Personal Data
Personal data held by the Company and the H Share Registrar relating to the applicants
for and holders of Hong Kong Offer Shares will be kept confidential but the Company and the
H Share Registrar may, to the extent necessary for achieving any of the above purposes,
disclose, obtain or transfer (whether within or outside Hong Kong) the personal data to, from
or with any of the following:
 the Company’s appointed agents such as financial advisers, receiving bank and
overseas principal share registrar;
 HKSCC or HKSCC Nominees, who will use the personal data and may transfer the
personal data to the H Share Registrar, in each case for the purposes of providing its
services or facilities or performing its functions in accordance with its rules or
procedures and operating FINI and CCASS (including where applicants for the
Hong Kong Offer Shares request a deposit into CCASS);
 any agents, contractors or third-party service providers who offer administrative,
telecommunications, computer, payment or other services to the Company or the H
Share Registrar in connection with their respective business operations;
 the Stock Exchange, the SFC and any other statutory regulatory or governmental
bodies or otherwise as required by laws, rules or regulations, including for the
purposes of the Stock Exchange’s administration of the Listing Rules and the SFC’s
performance of its statutory functions; and
 any persons or institutions with which the holders of Hong Kong Offer Shares have
or propose to have dealings, such as their bankers, solicitors, accountants or brokers
etc.
5. Retention of Personal Data
The Company and the H Share Registrar will keep the personal data of the applicants for
and holders of Hong Kong Offer Shares for as long as necessary to fulfil the purposes for which
the personal data were collected. Personal data which is no longer required will be destroyed
or dealt with in accordance with the Personal Data (Privacy) Ordinance (Chapter 486 of the
Laws of Hong Kong).
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 536 ---
6. Access to and Correction of Personal Data
Applicants for and holders of Hong Kong Offer Shares have the right to ascertain whether
the Company or the H Share Registrar hold their personal data, to obtain a copy of that data,
and to correct any data that is inaccurate. The Company and the H Share Registrar have the
right to charge a reasonable fee for the processing of such requests. All requests for access to
data or correction of data should be addressed to the Company, at the Company’s registered
address disclosed in “Corporate Information” or as notified from time to time, for the attention
of the joint company secretaries, or the H Share Registrar for the attention of the privacy
compliance officer.
HOW TO APPLY FOR HONG KONG OFFER SHARES
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--- page 537 ---
ACCOUNTANTS’ REPORT ON HISTORICAL FINANCIAL INFORMATION TO
THE DIRECTORS OF SUZHOU RIBO LIFE SCIENCE CO., LTD. CHINA
INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED
AND CITIGROUP GLOBAL MARKETS ASIA LIMITED
Introduction
We report on the historical financial information of Suzhou Ribo Life Science Co., Ltd.
(the “Company”) and its subsidiaries (together, the “Group”) set out on pages I-4 to I-74, which
comprises the consolidated statements of profit or loss, statements of comprehensive income,
statements of changes in equity and statements of cash flows of the Group for each of the years
ended 31 December 2023 and 2024 and the six months ended 30 June 2025 (the “Relevant
Periods”), and the consolidated statements of financial position of the Group and the
statements of financial position of the Company as at 31 December 2023 and 2024 and 30 June
2025 and material accounting policies information and other explanatory information
(together, the “Historical Financial Information”). The Historical Financial Information set out
on pages I-4 to I-74 forms an integral part of this report, which has been prepared for inclusion
in the prospectus of the Company dated 31 December 2025 (the “Prospectus”) in connection
with the initial listing of the shares of the Company on the Main Board of The Stock Exchange
of Hong Kong Limited (the “Stock Exchange”).
Directors’ Responsibility for the Historical Financial Information
The directors of the Company are responsible for the preparation of the Historical
Financial Information that gives a true and fair view in accordance with the basis of preparation
set out in note 2.1 to the Historical Financial Information, and for such internal control as the
directors determine is necessary to enable the preparation of the Historical Financial
Information that is free from material misstatement, whether due to fraud or error.
Reporting Accountants’ Responsibility
Our responsibility is to express an opinion on the Historical Financial Information and to
report our opinion to you. We conducted our work in accordance with Hong Kong Standard on
Investment Circular Reporting Engagements 200 Accountants’ Reports on Historical Financial
Information in Investment Circulars issued by the Hong Kong Institute of Certified Public
Accountants (“HKICPA”). This standard requires that we comply with ethical standards and
plan and perform our work to obtain reasonable assurance about whether the Historical
Financial Information is free from material misstatement.
Our work involved performing procedures to obtain evidence about the amounts and
disclosures in the Historical Financial Information. The procedures selected depend on the
reporting accountants’ judgement, including the assessment of risks of material misstatement
of the Historical Financial Information, whether due to fraud or error. In making those risk
assessments, the reporting accountants consider internal control relevant to the entity’s
preparation of the Historical Financial Information that gives a true and fair view in accordance
APPENDIX I ACCOUNTANTS’ REPORT
– I-1 –


--- page 538 ---
with the basis of preparation set out in note 2.1 to the Historical Financial Information, in order
to design procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entity’s internal control. Our work also
included evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by the directors, as well as evaluating the overall presentation of
the Historical Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Opinion
In our opinion, the Historical Financial Information gives, for the purposes of the
accountants’ report, a true and fair view of the financial position of the Group and the Company
as at 31 December 2023 and 2024 and 30 June 2025 and of the financial performance and cash
flows of the Group for each of the Relevant Periods in accordance with the basis of preparation
set out in note 2.1 to the Historical Financial Information.
Review of Interim Comparative Financial Information
We have reviewed the interim comparative financial information of the Group which
comprises the consolidated statement of profit or loss, the consolidated statement of
comprehensive income, the consolidated statement of changes in equity and the consolidated
statement of cash flows for the six months ended 30 June 2024 and other explanatory
information (the “Interim Comparative Financial Information”). The directors of the Company
are responsible for the preparation of the Interim Comparative Financial Information in
accordance with the basis of preparation set out in note 2.1 to the Historical Financial
Information. Our responsibility is to express a conclusion on the Interim Comparative
Financial Information based on our review. We conducted our review in accordance with Hong
Kong Standard on Review Engagements 2410 Review of Interim Financial Information
Performed by the Independent Auditor of the Entity issued by the HKICPA. A review consists
of making inquiries, primarily of persons responsible for financial and accounting matters, and
applying analytical and other review procedures. A review is substantially less in scope than
an audit conducted in accordance with Hong Kong Standards on Auditing and consequently
does not enable us to obtain assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not express an audit opinion. Based on
our review, nothing has come to our attention that causes us to believe that the Interim
Comparative Financial Information, for the purposes of the accountants’ report, is not prepared,
in all material respects, in accordance with the basis of preparation set out in note 2.1 to the
Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-2 –


--- page 539 ---
Report on Matters Under the Rules Governing the Listing of Securities on the Stock
Exchange and the Companies (Winding Up and Miscellaneous Provisions) Ordinance
Adjustments
In preparing the Historical Financial Information, no adjustments to the Underlying
Financial Statements as defined on page I-4 have been made.
Dividends
We refer to note 11 to the Historical Financial Information which states that no dividends
have been paid by the Company in respect of the Relevant Periods.
Ernst & Y oung
Certified Public Accountants
Hong Kong
31 December 2025
APPENDIX I ACCOUNTANTS’ REPORT
– I-3 –


--- page 540 ---
I HISTORICAL FINANCIAL INFORMATION
Preparation of Historical Financial Information
Set out below is the Historical Financial Information which forms an integral part of this
accountants’ report.
The financial statements of the Group for the Relevant Periods, on which the Historical
Financial Information is based, were audited by Ernst & Y oung in accordance with Hong Kong
Standards on Auditing issued by the HKICPA (the “Underlying Financial Statements”).
The Historical Financial Information is presented in Renminbi (“RMB”) and all values
are rounded to the nearest thousand (RMB’000) except when otherwise indicated.
APPENDIX I ACCOUNTANTS’ REPORT
– I-4 –


--- page 541 ---
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS
Y ear ended 31 December Six months ended 30 June
Notes 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
REVENUE /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 44 142,627 66,305 103,813
Cost of sales /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(24) (11,903) (2,110) (6,591)
Gross profit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 130,724 64,195 97,222
Other income and gains /H1118/H1118/H1118/H1118/H11185 31,066 21,686 3,548 7,209
Research and development
(R&D) expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(315,763) (280,370) (134,775) (129,142)
Selling and distribution
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(339) (979) (555) (565)
Administrative expenses /H1118/H1118/H1118/H1118 (81,113) (92,506) (39,510) (52,058)
(Impairment losses)/reversal
of impairment losses on
financial assets, net /H1118/H1118/H1118/H1118/H1118/H1118(284) (82) 136 141
Other expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(51,521) (15,122) (4,263) (6,431)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 (19,190) (20,398) (10,185) (10,243)
Share of loss of a joint
venture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(24) – – –
LOSS BEFORE TAX /H1118/H1118/H1118/H1118/H1118/H1118/H11186 (437,148) (257,047) (121,409) (93,867)
Income tax expenses /H1118/H1118/H1118/H1118/H1118/H1118/H111810 (148) (24,445) (20,162) (3,898)
LOSS FOR THE
YEAR/PERIOD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(437,296) (281,492) (141,571) (97,765)
Attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118(428,349) (270,151) (137,538) (88,118)
Non-controlling interests /H1118/H1118 (8,947) (11,341) (4,033) (9,647)
(437,296) (281,492) (141,571) (97,765)
LOSS PER SHARE
ATTRIBUTABLE TO
ORDINARY EQUITY
HOLDERS OF THE
PARENT
Basic and diluted loss for
the year/period (RMB) /H1118 12 (3.34) (2.10) (1.07) (0.68)
APPENDIX I ACCOUNTANTS’ REPORT
– I-5 –


--- page 542 ---
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
LOSS FOR THE YEAR/PERIOD /H1118 (437,296) (281,492) (141,571) (97,765)
OTHER COMPREHENSIVE
INCOME
Other comprehensive income that
may be reclassified to profit or
loss in subsequent periods:
Exchange differences arising on
translation of foreign
operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,734 (3,546) (1,826) 2,259
OTHER COMPREHENSIVE
INCOME FOR THE
YEAR/PERIOD, NET OF TAX /H1118 2,734 (3,546) (1,826) 2,259
TOTAL COMPREHENSIVE
INCOME FOR THE
YEAR/PERIOD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(434,562) (285,038) (143,397) (95,506)
Attributable to:
Owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(425,897) (273,175) (139,060) (86,741)
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118(8,665) (11,863) (4,337) (8,765)
(434,562) (285,038) (143,397) (95,506)
APPENDIX I ACCOUNTANTS’ REPORT
– I-6 –


--- page 543 ---
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As at 31 December
As at
30 June
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H111813 219,166 203,168 193,225
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 77,621 72,934 70,229
Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 108,417 92,474 84,649
Other non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 723 12,195 –
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 846 794 916
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118406,773 381,565 349,019
CURRENT ASSETS
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 45,604 42,723 49,676
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 6 3,467 2,337
Prepayments, other receivables and
other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 51,512 39,479 51,814
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 212,353 183,624 547,735
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118309,475 269,293 651,562
CURRENT LIABILITIES
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 23,265 24,225 20,860
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 79,215 87,482 220,672
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 – 67,124 67,124
Interest-bearing bank and other
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 217,284 226,612 336,116
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 8,087 7,626 9,473
Tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,237 1,875
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118327,851 414,306 656,120
NET CURRENT LIABILITIES /H1118/H1118/H1118/H1118/H1118 (18,376) (145,013) (4,558)
TOTAL ASSETS LESS CURRENT
LIABILITIES /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118388,397 236,552 344,461
NON-CURRENT LIABILITIES
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 – 64,294 32,147
Interest-bearing bank and other
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 163,708 172,281 137,356
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 25,660 22,363 19,611
Deferred income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825 24,145 25,402 30,886
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 59,161 63,279 65,444
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118272,674 347,619 285,444
Net assets/(liabilities) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118115,723 (111,067) 59,017
EQUITY
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 128,386 129,610 130,145
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 (23,284) (239,970) (188,575)
Equity/(deficits) attributable to
owners of the parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118105,102 (110,360) (58,430)
Non-controlling interests /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,621 (707) 117,447
Total equity/(deficits) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118115,723 (111,067) 59,017
APPENDIX I ACCOUNTANTS’ REPORT
– I-7 –


--- page 544 ---
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Y ear ended 31 December 2023
Attributable to owners of the parent
Share
capital
Share
premium
and other
reserve*
Share-
based
payments*
Exchange
fluctuation
reserve*
Accumulated
losses* Total
Non-
controlling
interests
Total
equity
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 27) (note 28) (note 29)
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118128,386 1,050,916 154,705 (311) (823,338) 510,358 14,309 524,667
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (428,349) (428,349) (8,947) (437,296)
Other comprehensive income
for the year:
Exchange differences on
translation of foreign
operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 2,452 – 2,452 282 2,734
Total comprehensive income for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 2,452 (428,349) (425,897) (8,665) (434,562)
Share-based payments
(note 29) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 25,495 – – 25,495 – 25,495
Capital contribution from the
controlling shareholder /H1118/H1118/H1118/H1118– (4,993) – – – (4,993) 4,993 –
Capital contribution from a
non-controlling shareholder /H1118/H1118 – 139 – – – 139 (16) 123
As at 31 December 2023 /H1118/H1118/H1118/H1118128,386 1,046,062 180,200 2,141 (1,251,687) 105,102 10,621 115,723
APPENDIX I ACCOUNTANTS’ REPORT
– I-8 –


--- page 545 ---
Y ear ended 31 December 2024
Attributable to owners of the parent
Share
capital
Share
premium
and other
reserve*
Share-
based
payments*
Exchange
fluctuation
reserve*
Accumulated
losses* Total
Non-
controlling
interests
Total
equity/
(deficits)
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 27) (note 28) (note 29)
As at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118128,386 1,046,062 180,200 2,141 (1,251,687) 105,102 10,621 115,723
Loss for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (270,151) (270,151) (11,341) (281,492)
Other comprehensive income for
the year:
Exchange differences on
translation of foreign
operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (3,024) – (3,024) (522) (3,546)
Total comprehensive income for
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (3,024) (270,151) (273,175) (11,863) (285,038)
Issue of shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,224 44,555 – – – 45,779 – 45,779
Share-based payments (note 29) /H1118 – – 12,425 – – 12,425 – 12,425
Capital contribution from a
non-controlling shareholder /H1118/H1118 – (491) – – – (491) 535 44
Transfer of vested shares under
restricted share incentive plan – 192,625 (192,625) – – – – –
As at 31 December 2024 /H1118/H1118/H1118/H1118129,610 1,282,751 – (883) (1,521,838) (110,360) (707) (111,067)
APPENDIX I ACCOUNTANTS’ REPORT
– I-9 –


--- page 546 ---
Six months ended 30 June 2024
Attributable to owners of the parent
Share
capital
Share
premium
and other
reserve
Share-
based
payments
Exchange
fluctuation
reserve
Accumulated
losses Total
Non-
controlling
interests
Total
equity/
(deficits)
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 27) (note 28) (note 29)
As at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118128,386 1,046,062 180,200 2,141 (1,251,687) 105,102 10,621 115,723
Loss for the period (unaudited) /H1118 – – – – (137,538) (137,538) (4,033) (141,571)
Other comprehensive income for
the period:
Exchange differences on
translation of foreign
operations (unaudited) /H1118/H1118/H1118/H1118– – – (1,522) – (1,522) (304) (1,826)
Total comprehensive income for
the period (unaudited) /H1118/H1118/H1118/H1118/H1118– – – (1,522) (137,538) (139,060) (4,337) (143,397)
Share-based payments
(unaudited) (note 29) /H1118/H1118/H1118/H1118/H1118– – 12,425 – – 12,425 – 12,425
Transfer of vested shares under
restricted share incentive plan
(unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 192,625 (192,625) – – – – –
As at 30 June 2024
(unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118128,386 1,238,687 – 619 (1,389,225) (21,533) 6,284 (15,249)
APPENDIX I ACCOUNTANTS’ REPORT
– I-10 –


--- page 547 ---
Six months ended 30 June 2025
Attributable to owners of the parent
Share
capital
Share
premium
and other
reserve*
Share-
based
payments*
Exchange
fluctuation
reserve*
Accumulated
losses* Total
Non-
controlling
interests
Total
equity/
(deficits)
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
(note 27) (note 28) (note 29)
As at 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118129,610 1,282,751 – (883) (1,521,838) (110,360) (707) (111,067)
Loss for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – – (88,118) (88,118) (9,647) (97,765)
Other comprehensive income for
the period:
Exchange differences on
translation of foreign
operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 1,377 – 1,377 882 2,259
Total comprehensive income for
the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 1,377 (88,118) (86,741) (8,765) (95,506)
Issue of shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118535 19,465 – – – 20,000 – 20,000
Share-based payments (note 29) /H1118 – – 9,160 – – 9,160 – 9,160
Capital contribution from
non-controlling shareholders /H1118/H1118 – 109,511 – – – 109,511 126,919 236,430
Transfer of vested shares under
restricted share incentive plan – 1,361 (1,361) – – – – –
As at 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118130,145 1,413,088 7,799 494 (1,609,956) (58,430) 117,447 59,017
* These reserve accounts comprise the consolidated negative reserves of RMB23,284,000, RMB239,970,000 and
RMB188,575,000 in the consolidated statements of financial position as at 31 December 2023 and 2024 and
30 June 2025, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-11 –


--- page 548 ---
CONSOLIDATED STATEMENTS OF CASH FLOWS
Y ear ended 31 December Six months ended 30 June
Notes 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
CASH FLOWS FROM
OPERA TING ACTIVITIES
Loss before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(437,148) (257,047) (121,409) (93,867)
Adjustments for:
Depreciation of property,
plant and equipment /H1118/H1118/H1118/H11186 21,444 23,715 12,066 11,536
Depreciation of right-of-
use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 7,360 8,893 4,345 4,772
Amortisation of other
intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H11186 22,376 15,833 7,939 7,825
Impairment of intangible
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 26,50 7–––
Loss on disposal of items
of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 1 2–– 1 0
Impairment loss/(reversal
of impairment losses) on
financial assets, net /H1118/H1118/H1118/H1118 284 82 (136) (141)
Interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (4,911) (2,516) (1,163) (337)
Impairment of inventories /H1118 6 25,002 15,072 4,214 5,153
Share of losses of a joint
venture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 4–––
Deferred income
recognised in profit or
loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (855) (1,337) (647) (816)
Finance costs /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 19,190 20,398 10,185 10,243
Gain on disposal of a joint
venture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (242) – – –
Equity-settled share-based
payment expenses /H1118/H1118/H1118/H1118/H1118/H111829 25,495 12,425 12,425 9,160
Foreign exchange
(gain)/loss, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (181) (2,353) (637) 1,267
Decrease in restricted cash /H1118/H1118 6,72 6–––
Increase in inventories /H1118/H1118/H1118/H1118/H1118/H1118(8,358) (12,191) (13,082) (12,106)
(Increase)/decrease in trade
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(6) (3,532) (1,794) 1,154
APPENDIX I ACCOUNTANTS’ REPORT
– I-12 –


--- page 549 ---
Y ear ended 31 December Six months ended 30 June
Notes 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
(Increase)/decrease in
prepayments, other
receivables and other
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,764) 13,430 19,540 (12,218)
(Decrease)/increase in trade
payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3,627) 960 (6,653) (3,365)
Increase/(decrease) in other
payables and accruals /H1118/H1118/H1118/H1118/H111811,297 7,595 (10,259) (2,625)
(Increase)/decrease in non-
current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (12,195) (11,491) 12,195
Increase/(decrease) in
contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 131,418 160,735 (32,147)
Cash (used in)/generated
from operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(294,375) (41,350) 64,178 (94,307)
Interest received /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,987 3,839 1,976 1,094
Income tax paid /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(148) (23,208) (19,129) (3,260)
Net cash flows
(used in)/generated from
operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118(287,536) (60,719) 47,025 (96,473)
CASH FLOWS FROM
INVESTING ACTIVITIES
Purchases of items of
property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(39,998) (23,316) (11,848) (1,416)
Proceeds from disposal of
items of property,
plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118 17 116 95 –
Purchases of intangible
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(641) (58) (58) –
Receipt of government grants
for property,
plant and equipment /H1118/H1118/H1118/H1118/H1118/H111815,000 2,594 1,203 6,300
Placement of bank deposits
with original maturity of
more than three months
when acquired /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – (189,200)
Proceeds from disposal of a
joint venture /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,16 7–––
Net cash flows used in
investing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118(24,455) (20,664) (10,608) (184,316)
APPENDIX I ACCOUNTANTS’ REPORT
– I-13 –


--- page 550 ---
Y ear ended 31 December Six months ended 30 June
Notes 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
CASH FLOWS FROM
FINANCING ACTIVITIES
New interest-bearing bank
loans /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118288,080 224,547 147,135 238,001
Repayments of interest-
bearing bank loans and
other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(269,961) (206,318) (114,275) (162,820)
Capital contribution from
non-controlling
shareholders /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118123 44 – 236,430
Repayment of lease
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(b) (8,402) (9,495) (4,830) (3,629)
Proceeds from issue of
shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 45,779 – 5,000
Advance from investors /H1118/H1118/H1118/H1118/H1118 – 15,000 – 151,720
Interest paid for interest-
bearing bank and
other borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(14,546) (15,088) (7,024) (7,971)
(Increase)/decrease in
restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (15,000) – 15,000
Increase in restricted lease
deposit /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(68) (13) – –
Net cash flows (used
in)/generated from
financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,774) 39,456 21,006 471,731
NET
(DECREASE)/INCREASE
IN CASH AND CASH
EQUIV ALENTS /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(316,765) (41,927) 57,423 190,942
Cash and cash equivalents at
beginning of year/period /H1118/H1118 524,390 210,273 210,273 167,867
Effect of foreign exchange
rate changes, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,648 (479) (702) (274)
CASH AND CASH
EQUIV ALENTS A T
END OF YEAR/PERIOD /H1118/H1118 210,273 167,867 266,994 358,535
APPENDIX I ACCOUNTANTS’ REPORT
– I-14 –


--- page 551 ---
Y ear ended 31 December Six months ended 30 June
Notes 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
ANAL YSIS OF BALANCES
OF CASH AND CASH
EQUIV ALENTS
Cash and bank balances /H1118/H1118/H1118/H1118/H111820 213,199 184,418 269,063 548,651
Less: Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118846 15,794 802 916
Interest receivable on
bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H11182,080 757 1,267 –
Bank deposits with
original maturity of
more than three
months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 189,200
Cash and cash equivalents as
stated in the statement of
cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118210,273 167,867 266,994 358,535
APPENDIX I ACCOUNTANTS’ REPORT
– I-15 –


--- page 552 ---
STATEMENTS OF FINANCIAL POSITION OF THE COMPANY
As at 31 December
As at
30 June
Notes 2023 2024 2025
RMB’000 RMB’000 RMB’000
NON-CURRENT ASSETS
Property, plant and equipment /H1118/H1118/H1118/H1118/H1118/H1118/H111813 53,765 47,716 42,573
Right-of-use assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 8,583 6,096 5,192
Intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 3,790 2,977 2,715
Investments in subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 246,403 253,540 254,040
Other non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816 209 12,195 –
Total non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118312,750 322,524 304,520
CURRENT ASSETS
Inventories /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111817 33,150 26,563 25,889
Amounts due from subsidiaries /H1118/H1118/H1118/H1118/H1118/H111834 17,608 28,431 25,883
Loan from a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 20,301 31,069 43,000
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 – 3,190 360
Prepayments, other receivables and
other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 28,975 30,678 44,554
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820 174,042 147,944 247,965
Total current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118274,076 267,875 387,651
CURRENT LIABILITIES
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821 14,836 18,354 13,831
Other payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822 22,164 41,679 176,230
Amounts due to subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834 25,463 42,516 20,001
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 – 67,124 67,124
Interest-bearing bank and other
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 205,324 198,689 283,765
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 2,757 2,147 3,404
Total current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118270,544 370,509 564,355
NET CURRENT
ASSETS/(LIABILITIES) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,532 (102,634) (176,704)
TOTAL ASSETS LESS CURRENT
LIABILITIES /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118316,282 219,890 127,816
NON-CURRENT LIABILITIES
Interest-bearing bank and other
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824 53,000 61,500 38,000
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814 5,965 4,094 3,045
Contract liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823 – 64,294 32,147
Total non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,965 129,888 73,192
Net assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118257,317 90,002 54,624
EQUITY
Share capital /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111827 128,386 129,610 130,145
Reserves /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828 128,931 (39,608) (75,521)
Total equity /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118257,317 90,002 54,624
APPENDIX I ACCOUNTANTS’ REPORT
– I-16 –


--- page 553 ---
II NOTES TO THE HISTORICAL FINANCIAL INFORMATION
1. CORPORATE INFORMATION
Suzhou Ribo Life Science Co., Ltd. (the “Company”) was registered in the People’s Republic of China (the
“PRC”) on 18 January 2007 as a limited liability company. The registered office of the Company is located at No. 168
Y uanfeng Road, Kunshan, Jiangsu, the PRC.
During the Relevant Periods, the Company and its subsidiaries (the “Group”) were dedicated to the discovery,
research and development of RNAi technologies and innovative oligonucleotide therapeutics, with a main focus on
siRNA drugs for the treatment of liver diseases, cardiovascular diseases, metabolic diseases, and cancer.
As at 30 June 2025, the Company had direct interests in its subsidiaries, all of which are private limited
liability companies, the particulars of which are set out below:
Name
Place and date of
incorporation/
registration and
place of operations
Issued ordinary/
registered share
capital
Percentage of
equity
attributable to
the Company Principal activities
Direct Indirect
Azemidite Biopharm Co.,
Ltd.*Ⴁᖹ
ʮ̡ (a), (b) /H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland
China
23 August 2017
RMB22,100,000 70.59% – Pharmaceutical R&D
and production
Ribo (HongKong) Life
Science Limited ๿௹(࠰
ಥ)ʮ̡ (c) /H1118
Hong Kong
22 July 2013
USD1 100.00% – No substantial
operation
Ribocure Pharmaceuticals
AB (d) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Sweden
18 February
2022
SEK1,889,139 50.29% – Pharmaceutical R&D
services
Beijing RiboCure
Pharmaceutical Co., Ltd.*
ҦϞ
ʮ̡ (e) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland
China
6 August 2015
RMB30,000,000 100.00% – Pharmaceutical R&D
services
Shenzhen Ribo Kangnuo
Biological Pharmaceutical
Co., Ltd.* ଉέ๿௹ੰፕ͛
ʮ̡ (e) /H1118/H1118/H1118/H1118/H1118
PRC/Mainland
China
30 November
2021
RMB40,000,000 100.00% – Pharmaceutical R&D
services
Ribo (Australia) Life
Science Pty Ltd. (e) /H1118/H1118/H1118/H1118
Australia
28 June 2021
AUD7,864,174 100.00% – Pharmaceutical R&D
services
Kunshan RiboCure
Pharmaceutical Science
and Technology Co., Ltd.*
ҦϞ
ʮ̡ (e) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland
China
16 October 2012
RMB7,572,935 100.00% – Pharmaceutical R&D
services
Ribo Biopharmaceutical
(Shenzhen) Co., Ltd.*
Ⴁᖹ(ଉέ)ʮ
̡ (f) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
PRC/Mainland
China
29 May 2025
RMB15,000,000 100.00% – Pharmaceutical R&D
services
* These companies are limited liability companies established in the PRC. The English names of the PRC
companies above represent management’s best efforts in translating the Chinese names of these companies as
no English names have been registered.
Notes:
(a) The statutory financial statements of this company for the year ended 31 December 2023 prepared in
accordance with the PRC Generally Accepted Accounting Principles (“PRC GAAP”) were audited by Ernst &
Y oung Hua Ming, LLP .
(b) The statutory financial statements of this company for the year ended 31 December 2024 prepared in
accordance with the PRC GAAP were audited by Tianjin Guojia Longhong Certified Public Accountants, GP
(ה(౷ஷΥྫ)).
(c) The statutory financial statements of this company for the years ended 31 December 2023 and 2024 prepared
in accordance with the Hong Kong Small and Medium-Sized Entity Financial Reporting Standard
(“SME-FRS”) were audited by Chinaweal CPA & Co. Certified Public Accountants (Practising) (ࢪࠇ
Б).
APPENDIX I ACCOUNTANTS’ REPORT
– I-17 –


--- page 554 ---
(d) The statutory financial statements of this company for the years ended 31 December 2023 and 2024 prepared
in accordance with BFNAR 2012:1 Arsredovisning och koncernredovisning (K3) were audited by Ernst &
Y oung Aktiebolag.
(e) No statutory financial statements of these entities have been prepared for the years ended 31 December 2023
and 2024.
(f) Shenzhen Ribo Kangnuo Biological Pharmaceutical Co., Ltd. has been deregistered on 30 March 2023.
The Company
The carrying amounts of the Company’s investments in subsidiaries:
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Investments, at cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118273,608 280,763 281,280
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(27,205) (27,223) (27,240)
246,403 253,540 254,040
2. ACCOUNTING POLICIES
2.1 Basis of Preparation
The Historical Financial Information has been prepared in accordance with IFRS Accounting Standards, which
comprise all standards and interpretations approved by the International Accounting Standards Board (“IASB”). All
IFRS Accounting Standards effective for the accounting period commencing from 1 January 2024, together with the
relevant transitional provisions, have been early adopted by the Group in the preparation of the Historical Financial
Information throughout the Relevant Periods.
The Historical Financial Information has been prepared under the historical cost convention.
The Group incurred losses continually during the Relevant Periods due to the pre-revenue stage of its new drug
research and development business. Despite having recorded net current liabilities of RMB4,558,000 as at 30 June
2025 and incurred recurring losses from operations, the financial information has been prepared on a going concern
basis. The directors of the Company further assessed whether the Group has sufficient working capital to meet its
present obligations, taking into account the financial resources available to the Group, including cash and cash
equivalents on hand and the estimated net proceeds from the financing activities. The Company has prudently
prepared (i) a full-speed budget based for pivotal Phase I/Phase II clinical trials of its core products and other
early-stage pipelines for 2025 assuming the Company is able to raise proceeds from the Listing and (ii) a backbone
budget plan to advance all necessary research and development activities for its core products assuming the Company
is unable to raise proceeds from the Listing. Based on the rigorous review of the budget under either full-speed or
backbone scenario and considering the available unutilised bank loan facilities amounting to an aggregate amount of
approximately RMB1,203,000,000, the directors of the Company are satisfied that the Group would have sufficient
working capital to meet its present obligations, taking into account the financial resources available to the Group for
the next twelve months from 30 June 2025.
Accordingly, the directors of the Company are of the opinion that it is appropriate to prepare the Historical
Financial Information on a going concern basis.
APPENDIX I ACCOUNTANTS’ REPORT
– I-18 –


--- page 555 ---
Basis of consolidation
The consolidated financial statements include the financial information of the Company and its subsidiaries
(collectively referred to as the “Group”) for the Relevant Periods. A subsidiary is an entity (including a structured
entity), directly or indirectly, controlled by the Company. Control is achieved when the Group is exposed, or has
rights, to variable returns from its involvement with the investee and has the ability to affect those returns through
its power over the investee (i.e., existing rights that give the Group the current ability to direct the relevant activities
of the investee).
Generally, there is a presumption that a majority of voting rights results in control. When the Company has
less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and
circumstances in assessing whether it has power over an investee, including:
(a) the contractual arrangement with the other vote holders of the investee;
(b) rights arising from other contractual arrangements; and
(c) the Group’s voting rights and potential voting rights.
The financial statements of the subsidiaries are prepared for the same reporting period as the Company, using
consistent accounting policies. The results of subsidiaries are consolidated from the date on which the Group obtains
control, and continue to be consolidated until the date that such control ceases.
Profit or loss and each component of other comprehensive income are attributed to the owners of the parent
of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit
balance. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions
between members of the Group are eliminated in full on consolidation.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control described above. A change in the ownership interest of a
subsidiary, without a loss of control, is accounted for as an equity transaction.
If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities,
any non-controlling interest and the exchange fluctuation reserve; and recognises the fair value of any investment
retained and any resulting surplus or deficit in profit or loss. The Group’s share of components previously recognised
in other comprehensive income is reclassified to profit or loss or retained profits, as appropriate, on the same basis
as would be required if the Group had directly disposed of the related assets or liabilities.
2.2 Issued But Not Y et Effective IFRS Accounting Standards
The Group has not applied the following new and amended IFRS Accounting Standards, that have been issued
but are not yet effective in the Historical Financial Information. The Group intends to apply these new and amended
IFRS Accounting Standards, if applicable, when they become effective.
IFRS 18 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Presentation and Disclosure in the Financial Statements
2
IFRS 19 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Subsidiaries without Public Accountability: Disclosures 2
Amendments to IFRS 9 and IFRS 7 /H1118/H1118/H1118Amendments to the Classification and Measurement of
Financial Instruments 1
Amendments to IFRS 9 and IFRS 7 /H1118/H1118/H1118Contracts Referencing Nature-dependent Electricity 1
Amendments to IFRS 10 and IAS 28 /H1118/H1118Sale or Contribution of Assets between an Investor and its
Associate or Joint V enture 3
Annual Improvements to IFRS
Accounting Standards – V olume 11 /H1118/H1118
Amendments to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7 1
1 Effective for annual periods beginning on or after 1 January 2026
2 Effective for annual/reporting periods beginning on or after 1 January 2027
3 No mandatory effective date yet determined but available for adoption
The Group is in the process of making an assessment of the impact of these new and amended IFRS Accounting
Standards upon initial application. IFRS 18 introduces new requirements for presentation within the statement of
profit or loss, including specified totals and subtotals. Entities are required to classify all income and expenses within
the statement of profit or loss into one of the five categories: operating, investing, financing, income taxes and
discontinued operations and to present two new defined subtotals. It also requires disclosure of management-defined
performance measures in a note and introduces new requirements for aggregation and disaggregation of financial
information. The new requirements are expected to impact the Group’s presentation of the statement of profit or loss
and disclosures of the Group’s financial performance. So far, the Group considers that these new and amended IFRS
Accounting Standards are unlikely to have a material impact on the Group’s results of operations and financial
position.
APPENDIX I ACCOUNTANTS’ REPORT
– I-19 –


--- page 556 ---
2.3 Material Accounting Policies
Investments in joint ventures
A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement
have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an
arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the
parties sharing control.
The Group’s investments in joint ventures are stated in the consolidated statement of financial position at the
Group’s share of net assets under the equity method of accounting, less any impairment losses.
The Group’s share of the post-acquisition results and other comprehensive income of joint ventures is included
in the consolidated statement of profit or loss and consolidated other comprehensive income, respectively. In
addition, when there has been a change recognised directly in the equity of the joint venture, the Group recognises
its share of any changes, when applicable, in the consolidated statement of changes in equity. Unrealised gains and
losses resulting from transactions between the Group and its joint ventures are eliminated to the extent of the Group’s
investments in the joint ventures, except where unrealised losses provide evidence of an impairment of the assets
transferred. Goodwill arising from the acquisition of joint ventures is included as part of the Group’s investments in
joint ventures.
Upon loss of joint control over the joint venture, the Group measures and recognises any retained investment
at its fair value. Any difference between the carrying amount of the joint venture upon loss of joint control and the
fair value of the retained investment and proceeds from disposal is recognised in profit or loss.
Fair value measurement
The Group measures certain financial instruments at fair value at the end of each of the reporting period. Fair
value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. The fair value measurement is based on the presumption that the
transaction to sell the asset or transfer the liability takes place either in the principal market for the asset or liability,
or in the absence of a principal market, in the most advantageous market for the asset or liability. The principal or
the most advantageous market must be accessible by the Group. The fair value of an asset or a liability is measured
using the assumptions that market participants would use when pricing the asset or liability, assuming that market
participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant that
would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data
are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are
categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant
to the fair value measurement as a whole:
Level 1 – based on quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 – based on valuation techniques for which the lowest level input that is significant to the fair
value measurement is observable, either directly or indirectly
Level 3 – based on valuation techniques for which the lowest level input that is significant to the fair
value measurement is unobservable
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Group
determines whether transfers have occurred between levels in the hierarchy by reassessing categorisation (based on
the lowest level input that is significant to the fair value measurement as a whole) at the end of each of the reporting
period.
APPENDIX I ACCOUNTANTS’ REPORT
– I-20 –


--- page 557 ---
Impairment of non-financial assets
Where an indication of impairment exists, or when annual impairment testing for an asset is required (other
than inventories and financial assets), the asset’s recoverable amount is estimated. An asset’s recoverable amount is
the higher of the asset’s or cash-generating unit’s value in use and its fair value less costs of disposal, and is
determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of
those from other assets or groups of assets, in which case the recoverable amount is determined for the
cash-generating unit to which the asset belongs.
An impairment loss is recognised only if the carrying amount of an asset exceeds its recoverable amount. In
assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. An
impairment loss is charged to profit or loss in the period in which it arises in those expense categories consistent with
the function of the impaired asset.
An assessment is made at the end of each of the reporting period as to whether there is an indication that
previously recognised impairment losses may no longer exist or may have decreased. If such an indication exists, the
recoverable amount is estimated. A previously recognised impairment loss of an asset other than goodwill is reversed
only if there has been a change in the estimates used to determine the recoverable amount of that asset, but not to
an amount higher than the carrying amount that would have been determined (net of any depreciation/amortisation)
had no impairment loss been recognised for the asset in prior years. A reversal of such an impairment loss is credited
to profit or loss in the period in which it arises.
Related parties
A party is considered to be related to the Group if:
(a) the party is a person or a close member of that person’s family and that person:
(i) has control or joint control over the Group;
(ii) has significant influence over the Group; or
(iii) is a member of the key management personnel of the Group or of a parent of the Group;
or
(b) the party is an entity where any of the following conditions applies:
(i) the entity and the Group are members of the same group;
(ii) one entity is an associate or joint venture of the other entity (or of a parent, subsidiary or fellow
subsidiary of the other entity);
(iii) the entity and the Group are joint ventures of the same third party;
(iv) one entity is a joint venture of a third entity and the other entity is an associate of the third entity;
(v) the entity is a post-employment benefit plan for the benefit of employees of either the Group or
an entity related to the Group;
(vi) the entity is controlled or jointly controlled by a person identified in (a);
(vii) a person identified in (a)(i) has significant influence over the entity or is a member of the key
management personnel of the entity (or of a parent of the entity); and
(viii) the entity, or any member of a group of which it is a part, provides key management personnel
services to the Group or to the parent of the Group.
APPENDIX I ACCOUNTANTS’ REPORT
– I-21 –


--- page 558 ---
Property, plant and equipment and depreciation
Property, plant and equipment, other than construction in progress are stated at cost less accumulated
depreciation and any impairment losses. The cost of an item of property, plant and equipment comprises its purchase
price and any directly attributable costs of bringing the asset to its working condition and location for its intended
use.
Expenditure incurred after items of property, plant and equipment have been put into operation, such as repairs
and maintenance, is normally charged to profit or loss in the period in which it is incurred. In situations where the
recognition criteria are satisfied, the expenditure for a major inspection is capitalised in the carrying amount of the
asset as a replacement. Where significant parts of property, plant and equipment are required to be replaced at
intervals, the Group recognises such parts as individual assets with specific useful lives and depreciates them
accordingly.
Depreciation is calculated on the straight-line basis to write off the cost of each item of property, plant and
equipment to its residual value over its estimated useful life. The principal annual rates used for this purpose are as
follows:
Office equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818.00%-31.67%
Motor vehicles /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822.50%-23.75%
Buildings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185.00%
R&D Equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189.00%-31.67%
Leasehold improvements /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Over the shorter of the lease terms and 33.33%
Where parts of an item of property, plant and equipment have different useful lives, the cost of that item is
allocated on a reasonable basis among the parts and each part is depreciated separately. Residual values, useful lives
and the depreciation method are reviewed, and adjusted if appropriate, at least at the end of each of the reporting
period.
An item of property, plant and equipment including any significant part initially recognised is derecognised
upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on disposal
or retirement recognised in profit or loss in the year the asset is derecognised is the difference between the net sales
proceeds and the carrying amount of the relevant asset.
Construction in progress is stated at cost less any impairment losses, and is not depreciated. It is reclassified
to the appropriate category of property, plant and equipment when completed and ready for use.
Intangible assets (other than goodwill)
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets
acquired in a business combination is the fair value at the date of acquisition. The useful lives of intangible assets
are assessed to be either finite or indefinite. Intangible assets with finite lives are subsequently amortised over the
useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be
impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are
reviewed at least at each financial year end.
Software
Purchased software is stated at cost less any impairment losses is are amortised on the straight-line basis over
its estimated useful life of 5 to 10 years.
Patents and know-how
Patents and know-how are initially recorded at cost and are amortised on a straight-line basis over their useful
lives of 10 years. The estimated useful life and amortisation method are reviewed at the end of each of the reporting
period, with the effect of any changes in estimate being accounted for on a prospective basis.
APPENDIX I ACCOUNTANTS’ REPORT
– I-22 –


--- page 559 ---
Research and development costs
All research and development expenses are charged to profit or loss as incurred.
Expenditure incurred on projects to develop new products is capitalised and deferred only when the Group can
demonstrate the technical feasibility of completing the intangible asset so that it will be available for use or sale, its
intention to complete and its ability to use or sell the asset, how the asset will generate future economic benefits, the
availability of resources to complete the project and the ability to measure reliably the expenditure during the
development. Product development expenditure which does not meet these criteria is expensed when incurred.
Leases
The Group assesses at contract inception whether a contract is, or contains, a lease. A contract is, or contains,
a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for
consideration.
The Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases
and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets
representing the right to use the underlying assets.
(a) Right-of-use assets
Right-of-use assets are recognised at the commencement date of the lease (that is the date the underlying
asset is available for use). Right-of-use assets are measured at cost, less accumulated depreciation and
impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets
includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at
or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a
straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows:
Office premises and buildings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 to 5 years
Leasehold land /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111850 years
If ownership of the leased asset transfers to the Group by the end of the lease term or the cost reflects
the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.
(b) Lease liabilities
Lease liabilities are recognised at the commencement date of the lease at the present value of lease
payments to be made over the lease term. The lease payments include fixed payments (including in-substance
fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate,
and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise
price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for
termination of a lease, if the lease term reflects the Group exercising the option to terminate the lease. The
variable lease payments that do not depend on an index or a rate are recognised as an expense in the period
in which the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the
lease commencement date because the interest rate implicit in the lease is not readily determinable. After the
commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced
for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a
modification, a change in the lease term, a change in the lease payments (e.g., a change to future payments
resulting from a change in an index or rate used to determine such lease payments) or a change in the
assessment of an option to purchase the underlying asset.
(c) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of any machinery
and equipment (that is those leases that have a lease term of 12 months or less from the commencement date
and do not contain a purchase option). It also applies the recognition exemption for leases of low-value assets
to leases of office equipment that is considered to be low value.
APPENDIX I ACCOUNTANTS’ REPORT
– I-23 –


--- page 560 ---
Lease payments on short-term leases and leases of low-value assets are recognised as expense on a
straight-line basis over the lease term.
Investments and other financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost.
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash
flow characteristics and the Group’s business model for managing them. With the exception of trade receivables that
do not contain a significant financing component or for which the Group has applied the practical expedient of not
adjusting the effect of a significant financing component, the Group initially measures a financial asset at its fair
value plus in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables
that do not contain a significant financing component or for which the Group has applied the practical expedient are
measured at the transaction price determined under IFRS 15 in accordance with the policies set out for “Revenue
recognition” below.
In order for a financial asset to be classified and measured at amortised cost or fair value through other
comprehensive income, it needs to give rise to cash flows that are solely payments of principal and interest (“SPPI”)
on the principal amount outstanding. Financial assets with cash flows that are not SPPI are classified and measured
at fair value through profit or loss, irrespective of the business model.
The Group’s business model for managing financial assets refers to how it manages its financial assets in order
to generate cash flows. The business model determines whether cash flows will result from collecting contractual
cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held
within a business model with the objective to hold financial assets in order to collect contractual cash flows, while
financial assets classified and measured at fair value through other comprehensive income are held within a business
model with the objective of both holding to collect contractual cash flows and selling. Financial assets which are not
held within the aforementioned business models are classified and measured at fair value through profit or loss.
Purchases or sales of financial assets that require delivery of assets within the period generally established by
regulation or convention in the marketplace are recognised on the trade date, that is, the date that the Group commits
to purchase or sell the asset.
Subsequent measurement
The subsequent measurement of financial assets depends on their classification as follows:
Financial assets at amortised cost (debt instruments)
Financial assets at amortised cost are subsequently measured using the effective interest method and are
subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised,
modified or impaired.
Derecognition of financial assets
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets)
is primarily derecognised (i.e., removed from the Group’s consolidated statement of financial position) when:
 the rights to receive cash flows from the asset have expired; or
 the Group has transferred its rights to receive cash flows from the asset or has assumed an obligation
to pay the received cash flows in full without material delay to a third party under a “pass-through”
arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset,
or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset,
but has transferred control of the asset.
APPENDIX I ACCOUNTANTS’ REPORT
– I-24 –


--- page 561 ---
When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if, and to what extent, it has retained the risk and rewards of ownership of the asset. When
it has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of
the asset, the Group continues to recognise the transferred asset to the extent of the Group’s continuing involvement.
In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are
measured on a basis that reflects the rights and obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower
of the original carrying amount of the asset and the maximum amount of consideration that the Group could be
required to repay.
Impairment of financial assets
The Group recognises an allowance for expected credit losses (“ECLs”) for all debt instruments not held at fair
value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance
with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the
original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or
other credit enhancements that are integral to the contractual terms.
General approach
ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase
in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are
possible within the next 12 months (a 12-month ECL). For those credit exposures for which there has been a
significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over
the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).
At each reporting date during the reporting period, the Group assesses whether the credit risk on a financial
instrument has increased significantly since initial recognition. When making the assessment, the Group compares
the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring
on the financial instrument as at the date of initial recognition and considers reasonable and supportable information
that is available without undue cost or effort, including historical and forward-looking information. The Group
considers that there has been a significant increase in credit risk when contractual payments are more than 30 days
past due.
The Group considers a financial asset in default when contractual payments are 30 days past due. However,
in certain cases, the Group may also consider a financial asset to be in default when internal or external information
indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account
any credit enhancements held by the Group.
A financial asset is written off when there is no reasonable expectation of recovering the contractual cash
flows.
Debt investments at fair value through other comprehensive income and financial assets at amortised cost are
subject to impairment under the general approach and they are classified within the following stages for measurement
of ECLs except for trade receivables and contract assets which apply the simplified approach as detailed below.
Stage 1 – Financial instruments for which credit risk has not increased significantly since initial
recognition and for which the loss allowance is measured at an amount equal to 12-month
ECLs
Stage 2 – Financial instruments for which credit risk has increased significantly since initial recognition
but that are not credit-impaired financial assets and for which the loss allowance is measured
at an amount equal to lifetime ECLs
Stage 3 – Financial assets that are credit-impaired at the reporting date (but that are not purchased or
originated credit-impaired) and for which the loss allowance is measured at an amount equal
to lifetime ECLs
APPENDIX I ACCOUNTANTS’ REPORT
– I-25 –


--- page 562 ---
Simplified approach
For trade receivables that do not contain a significant financing component or when the Group applies the
practical expedient of not adjusting the effect of a significant financing component, the Group applies the simplified
approach in calculating ECLs. Under the simplified approach, the Group does not track changes in credit risk, but
instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group/Company has
established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking
factors specific to the debtors and the economic environment.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or
loss, loans and borrowings, or payables as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and
payables, net of directly attributable transaction costs.
The Group’s financial liabilities include trade payables, other payables and accruals, lease liabilities and
interest-bearing bank and other borrowings.
Subsequent measurement
The subsequent measurement of financial liabilities depends on their classification as follows:
Financial liabilities at amortised cost (trade and other payables, and borrowings)
After initial recognition, trade and other payables, and interest-bearing borrowings are subsequently
measured at amortised cost, using the effective interest rate method unless the effect of discounting would be
immaterial, in which case they are stated at cost. Gains and losses are recognised in profit or loss when the
liabilities are derecognised as well as through the effective interest rate amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or
costs that are an integral part of the effective interest rate. The effective interest rate amortisation is included
in finance costs in profit or loss.
Derecognition of financial liabilities
A financial liability is derecognised when the obligation under the liability is discharged or cancelled, or
expires.
When an existing financial liability is replaced by another from the same lender on substantially different
terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as
a derecognition of the original liability and a recognition of a new liability, and the difference between the respective
carrying amounts is recognised in profit or loss.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the statement of financial
position if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to
settle on a net basis, or to realise the assets and settle the liabilities simultaneously.
Redemption liabilities
For the redeemable ordinary shares issued by the subsidiary of the Company as detailed in note 22, financial
liabilities are recognised based on the net present value of the redemption amount and debited in equity. Changes of
the net present value during the reporting period were recognised in profit or loss. When the redemption rights related
to the redeemable ordinary shares are terminated, the redemption liabilities on ordinary shares are extinguished and
credited to equity.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on the first-in, first-out
basis and, in the case of work in progress and finished goods, comprises direct materials, direct labour and an
appropriate proportion of overheads. Net realisable value is based on estimated selling prices less any estimated costs
to be incurred to completion and disposal.
APPENDIX I ACCOUNTANTS’ REPORT
– I-26 –


--- page 563 ---
Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash on hand and at banks, and
short-term highly liquid deposits with a maturity of generally within three months that are readily convertible into
known amounts of cash, subject to an insignificant risk of changes in value and held for the purpose of meeting
short-term cash commitments.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents comprise cash on hand
and at banks, and short-term deposits as defined above, less bank overdrafts which are repayable on demand and form
an integral part of the Group’s cash management.
Income tax
Income tax comprises current and deferred tax. Income tax relating to items recognised outside profit or loss
is recognised outside profit or loss, either in other comprehensive income or directly in equity.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the
taxation authorities, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of
each of the reporting period, taking into consideration interpretations and practices prevailing in the countries in
which the Group operates.
Deferred tax is provided, using the liability method, on all temporary differences at the end of each of the
reporting period between the tax bases of assets and liabilities and their carrying amounts for financial reporting
purposes.
Deferred tax liabilities are recognised for all taxable temporary differences, except:
 when the deferred tax liability arises from the initial recognition of goodwill or an asset or liability in
a transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss and does not give rise to equal taxable and deductible
temporary differences; and
 in respect of taxable temporary differences associated with investments in subsidiaries and joint
ventures, when the timing of the reversal of the temporary differences can be controlled and it is
probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, and the carryforward of unused tax
credits and any unused tax losses. Deferred tax assets are recognised to the extent that it is probable that taxable profit
will be available against which the deductible temporary differences, and the carryforward of unused tax credits and
unused tax losses can be utilised, except:
 when the deferred tax asset relating to the deductible temporary differences arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time
of the transaction, affects neither the accounting profit nor taxable profit or loss and does not give rise
to equal taxable and deductible temporary differences; and
 in respect of deductible temporary differences associated with investments in subsidiaries and joint
ventures, deferred tax assets are only recognised to the extent that it is probable that the temporary
differences will reverse in the foreseeable future and taxable profit will be available against which the
temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at the end of each of the reporting period and reduced
to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the
deferred tax asset to be utilised. Unrecognised deferred tax assets are reassessed at the end of each of the reporting
period and are recognised to the extent that it has become probable that sufficient taxable profit will be available to
allow all or part of the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when
the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively
enacted by the end of each of the reporting period.
APPENDIX I ACCOUNTANTS’ REPORT
– I-27 –


--- page 564 ---
Deferred tax assets and deferred tax liabilities are offset if and only if the Group has a legally enforceable right
to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to
income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which
intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities
simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected
to be settled or recovered.
Government grants
Government grants are recognised at their fair value where there is reasonable assurance that the grant will be
received and all attaching conditions will be complied with. When the grant relates to an expense item, it is
recognised as income on a systematic basis over the periods that the costs, for which it is intended to compensate,
are expensed.
Where the grant relates to an asset, the fair value is credited to a deferred income account and is released to
the statement of profit or loss over the expected useful life of the relevant asset by equal annual instalments or
deducted from the carrying amount of the asset and released to the statement of profit or loss by way of a reduced
depreciation charge.
Revenue recognition
Revenue from contracts with customers
Revenue from contracts with customers is recognised when control of goods or services is transferred to the
customers at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those
goods or services.
When the consideration in a contract includes a variable amount, the amount of consideration is estimated to
which the Group will be entitled in exchange for transferring the goods or services to the customer. The variable
consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue
reversal in the amount of cumulative revenue recognised will not occur when the associated uncertainty with the
variable consideration is subsequently resolved.
(a) Collaboration revenue
In determining the appropriate amount of revenue to be recognised as the Group fulfils its obligations
under each of the collaboration agreements, the management of the Company perform the five-step model
under IFRS 15. The collaboration arrangements may contain more than one unit of account, or performance
obligation, including grants of licences to intellectual property rights (the “Licences”), agreements to provide
research and development services and other deliverables. As part of the accounting for these arrangements,
the Company must develop assumptions that require judgement to determine the stand-alone selling price for
each performance obligation identified in the contract. The collaborative arrangements typically do not include
a right of return for any deliverable. In general, the consideration allocated to each performance obligation is
recognised when the obligation is satisfied either by delivering a good or rendering a service, limited to the
consideration that is not constrained. Non-refundable payments received before all of the relevant criteria for
revenue recognition are satisfied are recorded as contract liabilities.
(b) Products revenue
Revenue from products is recognised when control of the products is transferred, being when the
products are delivered to the customers, and the customers have accepted the products in accordance with the
sales contracts, or the Group has objective evidence that all criteria for acceptance have been satisfied.
(c) Research and development services
The portion of the transaction price allocated to research and development service performance
obligations is deferred and recognised as collaboration revenue at the point in time when the research and
development services are completed and confirmed by customers.
APPENDIX I ACCOUNTANTS’ REPORT
– I-28 –


--- page 565 ---
(d) Licensing-out of intellectual property
Upfront non-refundable payments for licensing the Company’s intellectual property are evaluated to
determine if they are distinct from the other performance obligations identified in the arrangements. For the
licences determined to be distinct, the Group recognises revenues from non-refundable up-front fees allocated
to the licences at the point in time, when the licences are transferred to the licensee and the licensee is able
to use and benefit from the licences.
(e) Royalties
For arrangements that include sales-based royalties, including milestone payments based on the level of
sales and the Licenses that are deemed to be the predominant items to which the royalties relate, the Group
recognises revenue at the later of (i) when the related sales occur, and (ii) when the performance obligation
to which some or all of the royalties have been allocated is satisfied (or partially satisfied).
Other income
Interest income is recognised on an accrual basis using the effective interest method by applying the rate that
exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter
period, when appropriate, to the net carrying amount of the financial asset.
Contract liabilities
A contract liability is recognised when a payment is received or a payment is due (whichever is earlier) from
a customer before the Group transfers the related goods or services. Contract liabilities are recognised as revenue
when the Group performs under the contract (i.e., transfers control of the related goods or services to the customer).
Share-based payments
The Group operates an award interests arrangement (“Award Interests Arrangement”) for the purpose of
providing incentives and rewards to eligible participants who contribute to the success of the Group’s operations.
Employees (including directors) of the Group receive remuneration in the form of share-based payments, whereby
employees render services as consideration for equity instruments (“equity-settled transactions”).
The cost of equity-settled transactions with employees for share grants is measured by reference to the fair
value at the date at which they are granted. The fair value is determined by an external valuer using a binomial model
or based on the transaction prices observed in third-party transactions during the nearest period, further details are
given in note 29 to the Historical Financial Information.
The cost of equity-settled transactions is recognised in employee benefit expense, together with a
corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled.
The cumulative expense recognised for equity-settled transactions at the end of each of the reporting period until the
vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number
of equity instruments that will ultimately vest. The charge or credit to profit or loss for a period represents the
movement in the cumulative expense recognised as at the beginning and end of that period.
Service and non-market performance conditions are not taken into account when determining the grant date
fair value of awards, but the likelihood of the conditions being met is assessed as part of the Group’s best estimate
of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the
grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are
considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead
to an immediate expensing of an award unless there are also service and/or performance conditions.
For awards that do not ultimately vest because non-market performance and/or service conditions have not
been met, no expense is recognised. Where grants include a market or non-vesting condition, the transactions are
treated as vesting irrespective of whether the market or non-vesting condition is satisfied, provided that all other
performance and/or service conditions are satisfied.
Other employee benefits
Pension scheme
The Group participates in the national pension scheme as defined by the laws of the countries in which it
operates. In particular, the employees of the Group in Mainland China are required to participate in a central pension
scheme operated by the local municipal government. These subsidiaries are required to contribute a certain
percentage of their payroll costs to the central pension scheme. The subsidiary of the Group located in Sweden makes
defined contributions to the public pension system and occupational pension scheme in Sweden. The contributions
are charged to profit or loss as they become payable in accordance with the rules of the central pension scheme and
the public pension system and occupational pension scheme.
APPENDIX I ACCOUNTANTS’ REPORT
– I-29 –


--- page 566 ---
Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, i.e.,
assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as
part of the cost of those assets. The capitalisation of such borrowing costs ceases when the assets are substantially
ready for their intended use or sale. All other borrowing costs are expensed in the period in which they are incurred.
Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
Events after the reporting period
If the Group receives information after the reporting period, but prior to the date of authorisation for issue,
about conditions that existed at the end of the reporting period, it will assess whether the information affects the
amounts that it recognises in its financial statements. The Group will adjust the amounts recognised in its financial
statements to reflect any adjusting events after the reporting period and update the disclosures that relate to those
conditions in light of the new information. For non-adjusting events after the reporting period, the Group will not
change the amounts recognised in its financial statements, but will disclose the nature of the non-adjusting events and
an estimate of their financial effects, or a statement that such an estimate cannot be made, if applicable.
Dividends
Final dividends are recognised as a liability when they are approved by the shareholders in a general meeting.
Proposed final dividends are disclosed in the notes to the financial statements.
Foreign currencies
The Historical Financial Information is presented in RMB, which is the Company’s functional currency. Each
entity in the Group determines its own functional currency and items included in the financial statements of each
entity are measured using that functional currency. Foreign currency transactions recorded by the entities in the
Group are initially recorded using their respective functional currency rates prevailing at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency rates of
exchange ruling at the end of each of the reporting period. Differences arising on settlement or translation of
monetary items are recognised in profit or loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency
are translated using the exchange rates at the date when the fair value was measured. The gain or loss arising on
translation of a non-monetary item measured at fair value is treated in line with the recognition of the gain or loss
on change in fair value of the item (i.e., translation difference on the item whose fair value gain or loss is recognised
in other comprehensive income or profit or loss is also recognised in other comprehensive income or profit or loss,
respectively).
In determining the exchange rate on initial recognition of the related asset, expense or income on the
derecognition of a non-monetary asset or non-monetary liability relating to an advance consideration, the date of
initial transaction is the date on which the Group initially recognises the non-monetary asset or non-monetary liability
arising from the advance consideration. If there are multiple payments or receipts in advance, the Group determines
the transaction date for each payment or receipt of the advance consideration.
The functional currencies of certain overseas subsidiaries are currencies other than the RMB. As at the end of
the reporting period, the assets and liabilities of these entities are translated into RMB at the exchange rates
prevailing at the end of each of the reporting period and their statements of profit or loss are translated into RMB
at the exchange rates that approximate to those prevailing at the dates of the transactions.
The resulting exchange differences are recognised in other comprehensive income and accumulated in the
exchange fluctuation reserve, except to the extent that the differences are attributable to non-controlling interests. On
disposal of a foreign operation, the cumulative amount in the reserve relating to that particular foreign operation is
recognised in the statement of profit or loss.
For the purpose of the consolidated statement of cash flows, the cash flows of subsidiaries operating outside
Mainland China are translated into RMB at the exchange rates ruling at the dates of the cash flows. Frequently
recurring cash flows of subsidiaries operating outside Mainland China which arise throughout the year are translated
into RMB at the average exchange rates for the year.
APPENDIX I ACCOUNTANTS’ REPORT
– I-30 –


--- page 567 ---
3. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the Group’s Historical Financial Information requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and their
accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and
estimates could result in outcomes that could require a material adjustment to the carrying amounts of the assets or
liabilities affected in the future.
Judgements
In the process of applying the Group’s accounting policies, management has made the following judgements,
apart from those involving estimations, which have the most significant effect on the amounts recognised in the
Historical Financial Information:
Revenue from contracts with customers
The Group applied the following judgements that significantly affect the determination of the amount and
timing of revenue from contracts with customers:
(a) Identifying performance obligation under contracts
A good or service that is promised to a customer is distinct if both of the following criteria are met: (a) the
customer can benefit from the good or service either on its own or together with other resources that are readily
available to the customer; and (b) the entity’s promise to transfer the good or service to the customer is separately
identifiable from other promises in the contract.
In assessing whether a license is distinct from the other promises, the Group considers factors such as the
research, development, manufacturing and commercialisation capabilities of the customer and the availability of the
associated expertise in the general marketplace. In addition, the Group considers whether the customer can benefit
from a licence for its intended purpose without the receipt of the remaining promises by considering whether the
value of the licence is dependent on the unsatisfied promises, whether there are other vendors that could provide the
remaining promises, and whether it is separately identifiable from the remaining promises.
(b) Determining the timing of satisfaction of the collaboration services
The revenue is recognised over time if the customer simultaneously receives and consumes the benefits
provided by the Group. The fact that another entity would not need to re-perform the services that the Group has
provided to date demonstrates that the customer simultaneously receives and consumes the benefits of the Group’s
performance as it performs.
The revenue is recognised at the point of time if the customers cannot control the service or consume the
benefit and have no enforceable obligation to pay for the service provided to date.
Estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of each
of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year, are described below.
V ariable consideration
For licensing contracts that contain variable consideration, the Group estimates the amount of consideration
to which it will be entitled using the most likely amount, which better predicts the amount of consideration to which
the Group will be entitled. The estimated amount of variable consideration is included in the transaction price only
to the extent that it is highly probable that such an inclusion will not result in a significant revenue reversal in the
future when the uncertainty associated with the variable consideration is subsequently resolved.
Impairment of non-financial assets
The Group assesses whether there are any indicators of impairment for all non-financial assets at the end of
each of the reporting period. Non-financial assets are tested for impairment when there are indicators that the carrying
amounts may not be recoverable. An impairment exists when the carrying value of an asset or a cash-generating unit
exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The
calculation of the fair value less costs of disposal is based on available data from binding sales transactions in an
arm’s length transaction of similar assets or observable market prices less incremental costs for disposing of the asset.
When value in use calculations are undertaken, management must estimate the expected future cash flows from the
asset or cash-generating unit and choose a suitable discount rate in order to calculate the present values of those cash
flows.
APPENDIX I ACCOUNTANTS’ REPORT
– I-31 –


--- page 568 ---
4. OPERATING SEGMENT INFORMATION
Operating segment information
For management purposes, the Group is not organised into business units based on their products and only has
one reportable operating segment. Management monitors the operating results of the Group’s operating segment as
a whole for the purpose of making decisions about resource allocation and performance assessment.
Geographical information
Since nearly all of the Group’s non-current assets were located in Mainland China during the Relevant Periods,
no geographical segment information in accordance with IFRS 8 Operating Segments is presented.
Information about major customers
Revenue for the year ended 31 December 2024, amounting to approximately RMB100,953,000 and
RMB41,326,000, respectively, was derived from two single customers.
Revenue for the six months ended 30 June 2024, amounting to approximately RMB35,721,000 and
RMB30,503,000 (unaudited), respectively, was derived from two single customers.
Revenue for the six months ended 30 June 2025, amounting to approximately RMB72,933,000 and
RMB28,826,000, respectively, was derived from two single customers.
5. REVENUE, OTHER INCOME AND GAINS
An analysis of revenue is as follows:
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Revenue from contracts with
customers /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844 142,627 66,305 103,813
(a) Disaggregated revenue information
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Types of revenue
Collaboration revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 134,069 63,522 101,326
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844 8,558 2,783 2,487
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844 142,627 66,305 103,813
Geographical markets
Overseas /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 101,050 30,503 73,198
Mainland China /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844 41,577 35,802 30,615
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844 142,627 66,305 103,813
APPENDIX I ACCOUNTANTS’ REPORT
– I-32 –


--- page 569 ---
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Timing of revenue recognition
Products transferred at a point in
time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844 8,558 2,783 2,487
Services transferred at a point in
time /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 71,490 33,019 69,179
Services transferred over time /H1118/H1118/H1118/H1118 – 62,579 30,503 32,147
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844 142,627 66,305 103,813
The following table shows the amounts of revenue recognised in the Relevant Periods and the six months
ended 30 June 2024 that were included in the contract liabilities at the beginning of each of the Relevant Periods and
the six months ended 30 June 2024:
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Revenue recognised that was
included in contract liabilities at
the beginning of the year/period:
Rights to access intellectual
property /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – – 32,147
(b) Performance obligations
Rights to access intellectual property during the research term
The performance obligation is satisfied over time as the rights to use the intellectual property services are
rendered.
Research and development services
The performance obligation of research and development services is satisfied at the point when the control of
the research and development services is transferred to the customer and the customer is able to consume and benefit
from the services. The payment is generally settled within 30 days after the issue of invoice to the customer.
Technology transfer
The performance obligation is satisfied upon completion of delivery and acceptance by the customer.
Licensing-out of intellectual property
The performance obligation is satisfied upon the know-how is transferred to the licensee and the licensee is
able to use and benefit from the licences.
Products revenue
The performance obligation is satisfied upon delivery of the products and payment is generally due within 15
to 30 days from delivery, except for new customers, where payment in advance is normally required.
APPENDIX I ACCOUNTANTS’ REPORT
– I-33 –


--- page 570 ---
The amounts of transaction prices allocated to the remaining performance obligations (unsatisfied or partially
unsatisfied) as at 31 December 2023 and 2024 and 30 June 2024 and 2025 are as follows:
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Amounts expected to be
recognised as revenue:
Within one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 67,124 64,294 67,124
After one year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 64,294 96,441 32,147
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 131,418 160,735 99,271
The amounts of transaction prices allocated to the remaining performance obligations are related to rights to
access intellectual property, of which the performance obligation is estimated to be satisfied within three years. The
amounts disclosed above do not include variable consideration which is constrained.
An analysis of other income and gains is as follows:
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Other income
Government grants*
– income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,667 15,463 1,100 6,056
– asset /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118855 1,337 647 816
Bank interest income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,911 2,516 1,163 337
Others /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118210 17 1 –
Total other income /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111830,643 19,333 2,911 7,209
Gains
Foreign exchange differences, net /H1118/H1118 181 2,353 637 –
Gains on disposal of a joint venture /H1118 2 4 2–––
Total gains /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118423 2,353 637 –
Total other income and gains /H1118/H1118/H1118/H1118/H111831,066 21,686 3,548 7,209
* The government grants mainly represent subsidies received from the local governments for the purpose
of compensation of expenses spent on research and development activities and construction of assets of
the Group.
There was no unfulfilled condition or contingency relating to the government grants.
APPENDIX I ACCOUNTANTS’ REPORT
– I-34 –


--- page 571 ---
6. LOSS BEFORE TAX
The Group’s loss before tax is arrived at after charging/(crediting):
Y ear ended 31 December Six months ended 30 June
Notes 2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Cost of inventories sold* /H1118/H1118/H1118 24 5,432 2,110 1,766
Cost of services provided* /H1118/H1118 – 6,471 – 4,825
Depreciation of items of
property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813 21,444 23,715 12,066 11,536
Depreciation of right-of-use
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(a) 7,360 8,893 4,345 4,772
Amortisation of other
intangible assets /H1118/H1118/H1118/H1118/H1118/H1118/H111815 22,376 15,833 7,939 7,825
Research and development
expenses** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118315,763 280,370 134,775 129,142
Listing expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 – 12,483 – 8,879
Loss on disposal of items of
property, plant and
equipment**** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 1 2–– 1 0
Lease payments not included
in the measurement of lease
liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814(c) 2,290 1,979 1,425 1,410
Employee benefit expense***
(including directors’ and
chief executive’s
remuneration (note 8) ):
Wages and salaries /H1118/H1118/H1118/H1118/H1118/H1118 138,846 148,365 75,996 77,852
Pension scheme
contributions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,925 22,935 12,174 13,150
Staff welfare expenses /H1118/H1118/H1118/H1118 4,503 6,156 2,142 2,278
Share-based payments /H1118/H1118/H1118/H1118 25,495 12,425 12,425 9,160
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118190,769 189,881 102,737 102,440
Foreign exchange differences,
net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185 (181) (2,353) (637) 1,267
Write-down of inventories to
net realisable value**** /H1118/H1118/H1118 25,002 15,072 4,214 5,153
Impairment of intangible
assets**** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815 26,50 7–––
Impairment of trade
receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111818 – 71 36 (24)
Impairment of financial assets
included in prepayments,
other receivables and other
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 284 11 (172) (117)
Interest on other payables /H1118/H1118/H11187 3,850 4,118 2,024 2,165
APPENDIX I ACCOUNTANTS’ REPORT
– I-35 –


--- page 572 ---
* Cost of sales in the consolidated statement of profit or loss include expenses relating to depreciation of
property, plant and equipment, depreciation of right-of-use assets, amortisation of intangible assets and
employee benefit expense, which are also included in the respective total amounts disclosed separately
above for each of these types of expenses.
** Research and development expenses include expenses relating to depreciation of property, plant and
equipment, depreciation of right-of-use assets, amortisation of intangible assets and employee benefit
expense, which are also included in the respective total amounts disclosed separately above for each of
these types of expenses.
*** There are no forfeited contributions that may be used by the Group as the employer to reduce the
existing level of contributions.
**** Loss on disposal of items of property, plant and equipment and impairment of inventories and intangible
assets are included in other expenses.
7. FINANCE COSTS
An analysis of finance costs is as follows:
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Interest on bank and other
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,117 14,760 7,384 7,369
Interest on lease liabilities
(note 14) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118941 1,520 777 709
Interest on other payables (note 22) /H1118 3,850 4,118 2,024 2,165
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,908 20,398 10,185 10,243
Less: Interest capitalised /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(718) – – –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,190 20,398 10,185 10,243
8. DIRECTORS’, SUPERVISORS’ AND CHIEF EXECUTIVE’S REMUNERATION
The remuneration of each of the Company’s directors and supervisors is set out below:
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Fees /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118360 360 180 175
Other emoluments:
Salaries, bonuses, allowances, and
benefits in kind /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111812,593 10,978 5,934 5,045
Pension scheme contributions /H1118/H1118/H1118 804 794 402 409
Share-based payment expenses /H1118/H1118/H1118 8,142 4,920 4,920 2,691
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,539 16,692 11,256 8,145
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,899 17,052 11,436 8,320
APPENDIX I ACCOUNTANTS’ REPORT
– I-36 –


--- page 573 ---
Y ear ended 31 December 2023 Fees
Salaries,
bonuses,
allowances and
benefits in kind
Pension scheme
contributions
Share-based
payments*
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Chief executive:
Dr. Liang Zicai (a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,801 – 1,299 4,100
Executive directors:
Dr. Zhang Hongyan (b) /H1118/H1118/H1118/H1118/H1118– 2,755 – – 2,755
Dr. Gan LiMing (c) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 6,096 712 6,358 13,166
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 8,851 712 6,358 15,921
Non-executive directors:
Dr. Qi Fei (d) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Mr. Li Dongfang (e) /H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Mr. Li Y uhui (f) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Prof. Xi Zhen (g) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Independent non-executive
directors:
Dr. Meng Kun (h) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 2 0––– 1 2 0
Dr. Y u Xuefeng (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 2 0––– 1 2 0
Mr. Ma Chaosong (i) /H1118/H1118/H1118/H1118/H1118/H11181 2 0––– 1 2 0
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183 6 0––– 3 6 0
Supervisors:
Ms. Wang Fan (j) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 519 46 303 868
Mr. Zhang Ning (k) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 422 46 182 650
Mr. Wang Lijie (k) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 941 92 485 1,518
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118360 12,593 804 8,142 21,899
APPENDIX I ACCOUNTANTS’ REPORT
– I-37 –


--- page 574 ---
Y ear ended 31 December 2024 Fees
Salaries,
bonuses,
allowances and
benefits in kind
Pension scheme
contributions
Share-based
payments*
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Chief executive:
Dr. Liang Zicai (a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,389 – 1,047 3,436
Executive directors:
Dr. Zhang Hongyan (b) /H1118/H1118/H1118/H1118/H1118– 2,335 – – 2,335
Dr. Gan LiMing (c) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 5,302 702 3,711 9,715
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,637 702 3,711 12,050
Non-executive directors:
Dr. Qi Fei (d) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Mr. Li Dongfang (e) /H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Mr. Li Y uhui (f) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Independent non-executive
directors:
Dr. Meng Kun (h) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 2 0––– 1 2 0
Dr. Y u Xuefeng (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 2 0––– 1 2 0
Mr. Ma Chaosong (i) /H1118/H1118/H1118/H1118/H1118/H11181 2 0––– 1 2 0
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183 6 0––– 3 6 0
Supervisors:
Ms. Wang Fan (j) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 507 46 101 654
Mr. Zhang Ning (k) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 445 46 61 552
Mr. Wang Lijie (k) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 952 92 162 1,206
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118360 10,978 794 4,920 17,052
APPENDIX I ACCOUNTANTS’ REPORT
– I-38 –


--- page 575 ---
Six months ended 30 June 2024
(unaudited) Fees
Salaries,
bonuses,
allowances and
benefits in kind
Pension scheme
contributions
Share-based
payments*
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Chief executive:
Dr. Liang Zicai (a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,405 – 1,047 2,452
Executive directors:
Dr. Zhang Hongyan (b) /H1118/H1118/H1118/H1118/H1118– 1,370 – – 1,370
Dr. Gan LiMing (c) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,692 356 3,711 6,759
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,062 356 3,711 8,129
Non-executive directors:
Dr. Qi Fei (d) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Mr. Li Dongfang (e) /H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Mr. Li Y uhui (f) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Independent non-executive
directors:
Dr. Meng Kun (h) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 0––– 6 0
Dr. Y u Xuefeng (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 0––– 6 0
Mr. Ma Chaosong (i) /H1118/H1118/H1118/H1118/H1118/H11186 0––– 6 0
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 8 0––– 1 8 0
Supervisors:
Ms. Wang Fan (j) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 251 23 101 375
Mr. Zhang Ning (k) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 216 23 61 300
Mr. Wang Lijie (k) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 467 46 162 675
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118180 5,934 402 4,920 11,436
APPENDIX I ACCOUNTANTS’ REPORT
– I-39 –


--- page 576 ---
Six months ended 30 June 2025 Fees
Salaries,
bonuses,
allowances and
benefits in kind
Pension scheme
contributions
Share-based
payments*
Total
remuneration
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Chief executive:
Dr. Liang Zicai (a) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,167 – – 1,167
Executive directors:
Dr. Zhang Hongyan (b) /H1118/H1118/H1118/H1118/H1118– 1,138 – 218 1,356
Dr. Gan LiMing (c) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,282 363 2,473 5,118
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,420 363 2,691 6,474
Non-executive directors:
Dr. Qi Fei (d) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Mr. Li Dongfang (e) /H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Mr. Li Y uhui (f) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Independent non-executive
directors:
Dr. Meng Kun (h) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183 9––– 3 9
Dr. Y u Xuefeng (i) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 0––– 6 0
Mr. Ma Chaosong (i) /H1118/H1118/H1118/H1118/H1118/H11186 0––– 6 0
Mr. Wang Ruiping (l) /H1118/H1118/H1118/H1118/H1118/H11181 6––– 1 6
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 7 5––– 1 7 5
Supervisors:
Ms. Wang Fan (j) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 244 23 – 267
Mr. Zhang Ning (k) /H1118/H1118/H1118/H1118/H1118/H1118/H1118– 214 23 – 237
Mr. Wang Lijie (k) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––––
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 458 46 – 504
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118175 5,045 409 2,691 8,320
* The share-based payments recognised at the end of each of the Relevant periods were attributable to the
restricted stocks award, which would be vested upon the fulfillment of the specified service conditions.
There was no arrangement under which a director, a supervisor or the chief executive waived or agreed to
waive any remuneration during the Relevant Periods.
(a) Dr. Liang Zicai was appointed as a director in January 2007 and as the chairman of the board in January
2017.
(b) Dr. Zhang Hongyan was appointed as an executive director in April 2007.
(c) Dr. Gan LiMing was appointed as an executive director in January 2022.
(d) Dr. Qi Fei was appointed as a non-executive director in July 2021.
(e) Mr. Li Dongfang was appointed as a non-executive director in October 2018.
(f) Mr. Li Y uhui was appointed as a non-executive director in November 2019.
(g) Prof. Xi Zhen was appointed as a non-executive director in July 2020 and ceased his directorship in July
2023 as a result of the Company’s board re-election.
(h) Dr. Meng Kun was appointed as an independent non-executive director in August 2022 and resigned in
April 2025.
(i) Mr. Ma Chaosong and Dr. Y u Xuefeng were appointed as independent non-executive directors in July
2020.
(j) Ms. Wang Fan was appointed as a supervisor in October 2020.
(k) Mr. Zhang Ning and Mr. Wang Lijie was appointed as supervisors in July 2020.
(l) Mr. Wang Ruiping was appointed as an independent non-executive director in May 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-40 –


--- page 577 ---
9. FIVE HIGHEST PAID EMPLOYEES
The five highest paid employees during each of the Relevant Periods and the six months ended 30 June 2024
included two directors, details of whose remuneration are set out in note 8 above. Details of the remuneration of the
remaining three highest paid employees during each of the Relevant Periods and the six months ended 30 June 2024,
who are neither a director nor chief executive of the Company, are as follows:
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Salaries, bonuses, allowances, and
benefits in kind /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,214 5,215 3,081 2,999
Pension scheme contributions /H1118/H1118/H1118/H1118/H11181 6 6 1 1 75 82 3
Share-based payment expense /H1118/H1118/H1118/H1118/H11187,680 2,761 2,761 3,065
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,060 8,093 5,900 6,087
The numbers of non-director and non-chief executive highest paid employees whose remuneration fell within
the following bands are as follows:
Number of employees
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
(Unaudited)
Nil to HK$2,500,000 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––32
HK$2,500,001 to HK$3,000,000 /H1118/H1118/H1118 –2–1
HK$3,000,001 to HK$3,500,000 /H1118/H1118/H1118 –1––
HK$3,500,001 to HK$4,000,000 /H1118/H1118/H1118 ––––
HK$4,000,001 to HK$4,500,000 /H1118/H1118/H1118 1–––
HK$4,500,001 to HK$5,000,000 /H1118/H1118/H1118 ––––
HK$5,000,001 to HK$5,500,000 /H1118/H1118/H1118 1–––
HK$5,500,001 to HK$6,000,000 /H1118/H1118/H1118 ––––
HK$6,000,001 to HK$6,500,000 /H1118/H1118/H1118 1–––
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183333
During the Relevant Periods and the six months ended 30 June 2024, restricted shares and share options were
granted to the non-director and non-chief executive highest paid employees in respect of their services to the Group,
further details of which are included in the disclosures in note 29 to the Historical Financial Information. The fair
value of such restricted shares and share options, which has been recognised in profit or loss over the vesting period,
was determined as at the date of grant and the amount included in the Historical Financial Information for the
Relevant Periods and the six months ended 30 June 2024 is included in the above non-director and non-chief
executive highest paid employees’ remuneration disclosures.
10. INCOME TAX
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Current
Charge for the year/period /H1118/H1118/H1118/H1118/H1118148 24,445 20,162 3,898
Deferred /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
Tax charge at the Group’s effective
rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118148 24,445 20,162 3,898
The Group is subject to income tax on an entity basis on profits arising in or derived from the jurisdictions
in which members of the Group are domiciled and operate.
APPENDIX I ACCOUNTANTS’ REPORT
– I-41 –


--- page 578 ---
PRC corporate income tax
Under the Law of the PRC on Enterprise Income Tax (the “EIT Law”) and Implementation Regulation of the
EIT Law, the EIT rate of the Group’s PRC subsidiaries is 25%.
Hong Kong profits tax
The statutory rate of Hong Kong profits tax was 16.5% for the Relevant Periods on the estimated assessable
profits arising in Hong Kong. No provision for Hong Kong profits tax was made as the Group had no assessable
profits arising in Hong Kong during the Relevant Periods.
Australia income tax
The statutory rate of income tax for the subsidiary in Australia was 25% for the Relevant Periods.
Sweden income tax
The statutory rate of income tax for the subsidiary in Sweden was 20.6% for the Relevant Periods.
Withholding tax
In accordance with the Germany-China double taxation treaty, royalties and similar remunerations payable by
German companies to PRC resident enterprises are subject to a withholding tax of 10%.
A reconciliation of the tax expense applicable to loss before tax at the statutory rate to the tax expense at the
effective tax rate is as follows:
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Loss before tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(437,148) (257,047) (121,409) (93,867)
Tax at the statutory tax rate (25%) /H1118/H1118 (109,287) (64,262) (30,352) (23,467)
Overseas tax differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(18) (274) (186) 888
Expenses not deductible for tax /H1118/H1118/H1118 380 215 174 53
Additional deductible allowance for
qualified research and
development expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(58,160) (33,484) (18,399) (14,478)
Tax losses and deductible temporary
differences not recognised /H1118/H1118/H1118/H1118/H1118167,233 99,093 49,637 37,004
Effect of withholding tax on the
revenue from an overseas
customer /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 23,157 19,288 3,898
Tax charge at the Group’s effective
rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118148 24,445 20,162 3,898
11. DIVIDENDS
No dividend was paid or declared by the Company during the Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
– I-42 –


--- page 579 ---
12. LOSS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE PARENT
The calculation of the basic loss per share amounts is based on the loss attributable to ordinary equity holders
of the parent, and the weighted average numbers of ordinary shares of 128,385,641, 128,629,769 and 129,973,628
outstanding during the Relevant Periods, respectively.
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Loss:
Loss attributable to owners of the
parent /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(428,349) (270,151) (137,538) (88,118)
Number of shares
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
(Unaudited)
Shares:
Weighted average number of
ordinary shares used in the basic
loss per share calculation /H1118/H1118/H1118/H1118/H1118/H1118128,385,641 128,629,769 128,385,641 129,973,628
Number of shares
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
(Unaudited)
Basic and diluted loss per share
(RMB) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(3.34) (2.10) (1.07) (0.68)
No adjustment has been made to the basic loss per share amounts presented during the Relevant Periods and
the six months ended 30 June 2024 for a dilution as the Group had no potentially dilutive ordinary shares outstanding
during the Relevant Periods and the six months ended 30 June 2024.
APPENDIX I ACCOUNTANTS’ REPORT
– I-43 –


--- page 580 ---
13. PROPERTY, PLANT AND EQUIPMENT
Group
R&D
equipment
Motor
vehicles
Office
equipment
Leasehold
improvements Buildings
Construction
in progress Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2023
At 1 January 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118108,035 490 3,260 4,277 – 104,541 220,603
Accumulated
depreciation /H1118/H1118/H1118/H1118(50,646) (405) (2,692) (143) – – (53,886)
Net carrying
amount /H1118/H1118/H1118/H1118/H1118/H1118/H111857,389 85 568 4,134 – 104,541 166,717
At 1 January 2023, net
of accumulated
depreciation /H1118/H1118/H1118/H1118/H111857,389 85 568 4,134 – 104,541 166,717
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H111820,930 – 2,644 – – 49,359 72,933
Depreciation
provided during
the year /H1118/H1118/H1118/H1118/H1118/H1118(15,044) (27) (444) (855) (5,074) – (21,444)
Interest capitalised /H1118 – – – – – 718 718
Transfers /H1118/H1118/H1118/H1118/H1118/H1118/H111826,445 – – – 128,173 (154,618) –
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118(10) (19) – – – – (29)
Exchange
realignment /H1118/H1118/H1118/H1118209 – 62 – – – 271
At 31 December 2023,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H111889,919 39 2,830 3,279 123,099 – 219,166
At 31 December 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118155,563 434 5,973 4,277 128,173 – 294,420
Accumulated
depreciation /H1118/H1118/H1118/H1118(65,644) (395) (3,143) (998) (5,074) – (75,254)
Net carrying
amount /H1118/H1118/H1118/H1118/H1118/H1118/H111889,919 39 2,830 3,279 123,099 – 219,166
APPENDIX I ACCOUNTANTS’ REPORT
– I-44 –


--- page 581 ---
Group
R&D
equipment Motor vehicles
Office
equipment
Leasehold
improvements Buildings Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2024
At 1 January 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118155,563 434 5,973 4,277 128,173 294,420
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118(65,644) (395) (3,143) (998) (5,074) (75,254)
Net carrying amount /H1118/H1118 89,919 39 2,830 3,279 123,099 219,166
At 1 January 2024,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H111889,919 39 2,830 3,279 123,099 219,166
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,737 – 734 – – 8,471
Depreciation provided
during the year /H1118/H1118/H1118/H1118(15,922) (17) (833) (855) (6,088) (23,715)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118( 1 1 6 ) –––– ( 1 1 6 )
Exchange realignment /H1118 (499) – (139) – – (638)
At 31 December 2024,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H111881,119 22 2,592 2,424 117,011 203,168
At 31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118162,500 434 6,532 4,277 128,173 301,916
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118(81,381) (412) (3,940) (1,853) (11,162) (98,748)
Net carrying amount /H1118/H1118 81,119 22 2,592 2,424 117,011 203,168
30 June 2025
At 1 January 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118162,500 434 6,532 4,277 128,173 301,916
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118(81,381) (412) (3,940) (1,853) (11,162) (98,748)
Net carrying amount /H1118/H1118 81,119 22 2,592 2,424 117,011 203,168
At 1 January 2025,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H111881,119 22 2,592 2,424 117,011 203,168
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118237 – 274 – – 511
Depreciation provided
during the period /H1118/H1118/H1118(7,605) – (459) (428) (3,044) (11,536)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4) – (6) – – (10)
Exchange realignment /H1118 880 – 212 – – 1,092
At 30 June 2025,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H111874,627 22 2,613 1,996 113,967 193,225
At 30 June 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118163,934 434 7,002 4,277 128,173 303,820
Accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118(89,307) (412) (4,389) (2,281) (14,206) (110,595)
Net carrying amount /H1118/H1118 74,627 22 2,613 1,996 113,967 193,225
As at 31 December 2023 and 2024 and 30 June 2025, certain of the Group’s buildings with aggregate net
carrying amounts of approximately RMB123,099,000, RMB117,011,000 and RMB113,967,000 were pledged to
secure bank borrowings granted to the Group, respectively (note 24). As of 31 December 2023 and 2024 and 30 June
2025, all the property, plant and equipment were in good condition and normal use, and no obsolescence or physical
damage had taken place during the Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
– I-45 –


--- page 582 ---
Company
R&D
equipment Motor vehicles
Office
equipment
Leasehold
improvements Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
31 December 2023
At 1 January 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118104,648 397 3,210 4,277 112,532
Accumulated depreciation /H1118/H1118/H1118/H1118(49,579) (357) (2,655) (143) (52,734)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H111855,069 40 555 4,134 59,798
At 1 January 2023, net of
accumulated depreciation /H1118/H1118/H1118/H111855,069 40 555 4,134 59,798
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,577 – 88 – 6,665
Depreciation provided during
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(11,533) (4) (170) (855) (12,562)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(117) (19) – – (136)
At 31 December 2023, net of
accumulated depreciation /H1118/H1118/H1118/H111849,996 17 473 3,279 53,765
At 31 December 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118110,647 341 3,296 4,277 118,561
Accumulated depreciation /H1118/H1118/H1118/H1118(60,651) (324) (2,823) (998) (64,796)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H111849,996 17 473 3,279 53,765
31 December 2024
At 1 January 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118110,647 341 3,296 4,277 118,561
Accumulated depreciation /H1118/H1118/H1118/H1118(60,651) (324) (2,823) (998) (64,796)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H111849,996 17 473 3,279 53,765
At 1 January 2024,
net of accumulated
depreciation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111849,996 17 473 3,279 53,765
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,064 – 657 – 5,721
Depreciation provided during
the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(10,618) – (297) (855) (11,770)
At 31 December 2024, net of
accumulated depreciation /H1118/H1118/H1118/H111844,442 17 833 2,424 47,716
At 31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118115,698 341 3,953 4,277 124,269
Accumulated depreciation /H1118/H1118/H1118/H1118(71,256) (324) (3,120) (1,853) (76,553)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H111844,442 17 833 2,424 47,716
30 June 2025
At 1 January 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118115,698 341 3,953 4,277 124,269
Accumulated depreciation /H1118/H1118/H1118/H1118(71,256) (324) (3,120) (1,853) (76,553)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H111844,442 17 833 2,424 47,716
At 1 January 2025, net of
accumulated depreciation /H1118/H1118/H1118/H111844,442 17 833 2,424 47,716
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832 – 268 – 300
Depreciation provided during
the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4,826) – (179) (428) (5,433)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(4) – (6) – (10)
At 30 June 2025, net of
accumulated depreciation /H1118/H1118/H1118/H111839,644 17 916 1,996 42,573
At 30 June 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118115,675 341 4,092 4,277 124,385
Accumulated depreciation /H1118/H1118/H1118/H1118(76,031) (324) (3,176) (2,281) (81,812)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H111839,644 17 916 1,996 42,573
APPENDIX I ACCOUNTANTS’ REPORT
– I-46 –


--- page 583 ---
14. LEASES
The Group as a lessee
The group has leasing contracts for office premises and buildings used in its operations. Lump sum payments
were made upfront to acquire the leasehold land from the owners with lease periods of 50 years, and no ongoing
payments will be made under the terms of these land leases. Leases of office premises and buildings generally have
lease terms between 2 and 5 years.
(a) Right-of-use assets
The carrying amounts of right-of-use assets and the movements during the Relevant Periods are as follows:
Group
Leasehold land
Office premises
and buildings Total
RMB’000 RMB’000 RMB’000
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844,358 2,314 46,672
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 38,007 38,007
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(913) (6,447) (7,360)
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 302 302
As at 31 December 2023 and 1 January 2024 /H1118/H1118/H1118 43,445 34,176 77,621
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 4,140 4,140
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(913) (7,980) (8,893)
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (770) (770)
Lease modification /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 836 836
As at 31 December 2024 and 1 January 2025 /H1118/H1118 42,532 30,402 72,934
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 108 108
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(457) (4,315) (4,772)
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,673 1,673
Lease modification /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 286 286
As at 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111842,075 28,154 70,229
As at 31 December 2023 and 2024 and 30 June 2025, certain of the Group’s leasehold land with aggregate net
carrying amounts of approximately RMB43,445,000, RMB42,532,000 and RMB42,075,000 was pledged to secure
bank borrowings granted to the Group, respectively (note 24). The Group’s right-of-use assets included the land use
right obtained from the PRC local government authorities with a limited term and offices leased from third parties.
As of 31 December 2023 and 2024 and 30 June 2025, all the right-of-use assets were in good condition and normal
use, and no obsolescence or physical damage of these right-of-use assets had taken place during the Relevant Periods.
Company
Office premises
and buildings
RMB’000
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118451
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,716
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,584)
As at 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,583
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118977
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,482)
Lease modification /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(982)
As at 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,096
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118108
Depreciation charge /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(1,298)
Lease modification /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118286
As at 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,192
APPENDIX I ACCOUNTANTS’ REPORT
– I-47 –


--- page 584 ---
(b) Lease liabilities
The carrying amounts of lease liabilities and the movements during the Relevant Periods are as follows:
Group
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Carrying amount at the beginning of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,895 33,747 29,989
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,007 4,140 108
Accretion of interest recognised during the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118941 1,520 709
Lease modification /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 836 286
Payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(8,402) (9,495) (3,629)
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118306 (759) 1,621
Carrying amount at the end of the year/period /H1118/H1118 33,747 29,989 29,084
Analysed into:
Current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,087 7,626 9,473
Non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111825,660 22,363 19,611
The maturity analysis of lease liabilities is disclosed in note 37 to the historical financial information.
Company
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Carrying amount at the beginning of the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118504 8,722 6,241
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,716 977 108
Accretion of interest recognised during the
year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118462 359 149
Lease modification /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (982) 286
Payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(2,960) (2,835) (335)
Carrying amount at the end of the year/period /H1118/H1118 8,722 6,241 6,449
Analysed into:
Current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,757 2,147 3,404
Non-current portion /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,965 4,094 3,045
(c) The amounts recognised in profit or loss in relation to leases are as follows:
Group
As at 31 December As at 30 June
2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Interest on lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118941 1,520 777 709
Depreciation charge of right-of-use
assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,360 8,893 4,346 4,772
Expense relating to short-term leases
(included in administrative
expenses) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,290 1,979 1,425 1,410
Total amount recognised in profit or
loss /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,591 12,392 6,548 6,891
The total cash outflow for leases and future cash outflows relating to leases that have not yet commenced are
disclosed in note 31(c) to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-48 –


--- page 585 ---
15. INTANGIBLE ASSETS
Group
Patents and
know-how Software Total
RMB’000 RMB’000 RMB’000
31 December 2023
At 1 January 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118265,287 10,921 276,208
Accumulated amortisation and impairment /H1118/H1118/H1118 (112,545) (7,004) (119,549)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118152,742 3,917 156,659
Cost at 1 January 2023, net of accumulated
amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118152,742 3,917 156,659
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 641 641
Amortisation provided during the year /H1118/H1118/H1118/H1118/H1118/H1118(21,617) (759) (22,376)
Impairment during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(26,507) – (26,507)
At 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118104,618 3,799 108,417
At 31 December 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118265,287 11,561 276,848
Accumulated amortisation and impairment /H1118/H1118/H1118 (160,669) (7,762) (168,431)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118104,618 3,799 108,417
31 December 2024
At 1 January 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118265,287 11,561 276,848
Accumulated amortisation and impairment /H1118/H1118/H1118 (160,669) (7,762) (168,431)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118104,618 3,799 108,417
Cost at 1 January 2024, net of accumulated
amortisation and impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118104,618 3,799 108,417
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–5 85 8
Amortisation provided during the year /H1118/H1118/H1118/H1118/H1118/H1118(15,126) (707) (15,833)
Disposals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (168) (168)
At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111889,492 2,982 92,474
At 31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118265,287 10,780 276,067
Accumulated amortisation and impairment /H1118/H1118/H1118 (175,795) (7,798) (183,593)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111889,492 2,982 92,474
30 June 2025
At 1 January 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118265,287 10,780 276,067
Accumulated amortisation and impairment /H1118/H1118/H1118 (175,795) (7,798) (183,593)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111889,492 2,982 92,474
Cost at 1 January 2025, net of accumulated
amortisation and impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111889,492 2,982 92,474
Amortisation provided during the period /H1118/H1118/H1118/H1118/H1118(7,562) (263) (7,825)
At 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111881,930 2,719 84,649
At 30 June 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118265,287 10,780 276,067
Accumulated amortisation and impairment /H1118/H1118/H1118 (183,357) (8,061) (191,418)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111881,930 2,719 84,649
The Company acquired two pipelines through an asset acquisition, which were subsequently recorded as part
of the Group’s patents and know-how.
APPENDIX I ACCOUNTANTS’ REPORT
– I-49 –


--- page 586 ---
Intangible assets are tested for impairment based on the recoverable amount of the cash-generating unit
(“CGU”) to which the intangible asset is related. The appropriate CGU is at the product level. The impairment test
was performed for each pipeline product by engaging an independent appraiser to estimate fair value less cost to sell
as the recoverable amount of each pipeline product. The fair value was based on the multi-period excess earnings
method and the Group estimated the forecast of profit for its pipeline products based on the timing of clinical
development and regulatory approval, commercial ramp-up to reach expected peak revenue potential, and potential
licensing out upfront fee and the length of exclusivity for each pipeline product.
In April 2017, Ionis Pharmaceuticals, Inc. invested in the Group with the patent “SR062”, which is the first
small nucleic acid drug for the treatment of type-2 diabetes mellitus (T2DM) in China. The Group capitalised it into
an intangible asset.
As of 31 December 2023, the carrying amount of this asset was RMB26,507,000. Considering the suspension
and future uncertainty of this pipeline, the management of the Group concluded that there were indications for
impairment. Consequently, an impairment of RMB26,507,000 was recognised in other expenses for this patent since
it was not anticipated to generate economic benefits for the Group in the future.
Company
Patents and
know-how Software Total
RMB’000 RMB’000 RMB’000
31 December 2023
At 1 January 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118114,032 10,921 124,953
Accumulated amortisation and impairment /H1118/H1118/H1118 (81,033) (7,004) (88,037)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,999 3,917 36,916
Cost at 1 January 2023, net of accumulated
amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,999 3,917 36,916
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 628 628
Amortisation provided during the year /H1118/H1118/H1118/H1118/H1118/H1118(6,492) (755) (7,247)
Impairment during the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(26,507) – (26,507)
At 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,790 3,790
At 31 December 2023:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118114,032 11,548 125,580
Accumulated amortisation and impairment /H1118/H1118/H1118 (114,032) (7,758) (121,790)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,790 3,790
31 December 2024
At 1 January 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118114,032 11,548 125,580
Accumulated amortisation and impairment /H1118/H1118/H1118 (114,032) (7,758) (121,790)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,790 3,790
Cost at 1 January 2024, net of accumulated
amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,790 3,790
Additions /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–5 85 8
Amortisation provided during the year /H1118/H1118/H1118/H1118/H1118/H1118– (703) (703)
Disposal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (168) (168)
At 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,977 2,977
At 31 December 2024:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118114,032 10,767 124,799
Accumulated amortisation and impairment /H1118/H1118/H1118 (114,032) (7,790) (121,822)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,977 2,977
APPENDIX I ACCOUNTANTS’ REPORT
– I-50 –


--- page 587 ---
Patents and
know-how Software Total
RMB’000 RMB’000 RMB’000
30 June 2025
At 1 January 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118114,032 10,767 124,799
Accumulated amortisation and impairment /H1118/H1118/H1118 (114,032) (7,790) (121,822)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,977 2,977
Cost at 1 January 2025, net of accumulated
amortisation /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,977 2,977
Amortisation provided during the period /H1118/H1118/H1118/H1118/H1118/H1118– (262) (262)
At 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,715 2,715
At 30 June 2025:
Cost /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118114,032 10,767 124,799
Accumulated amortisation and impairment /H1118/H1118/H1118 (114,032) (8,052) (122,084)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,715 2,715
16. OTHER NON-CURRENT ASSETS
Group
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Prepayment for purchase of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187 2 3––
Recoverable withholding tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 12,195 –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118723 12,195 –
Company
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Prepayment for purchase of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 0 9––
Recoverable withholding tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 12,195 –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118209 12,195 –
APPENDIX I ACCOUNTANTS’ REPORT
– I-51 –


--- page 588 ---
17. INVENTORIES
Group
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111858,381 45,433 30,317
Work in process /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,320 17,980 25,289
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,727 14,174 15,801
Costs to fulfil a contract /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,243 3,226
Provision for impairment of inventories /H1118/H1118/H1118/H1118/H1118/H1118(44,824) (37,107) (24,957)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111845,604 42,723 49,676
For the years ended 31 December 2023 and 2024 and the six months ended 30 June 2025, the impairment of
inventories recognised in profit or loss amounted to RMB25,002,000, RMB15,072,000 and RMB5,153,000,
respectively.
Company
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Raw materials /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111857,733 44,415 28,629
Work in process /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,002 581 3
Finished goods /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–– 2 1
Costs to fulfil a contract /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,243 3,226
Provision for impairment of inventories /H1118/H1118/H1118/H1118/H1118/H1118(38,585) (20,676) (5,990)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,150 26,563 25,889
18. TRADE RECEIV ABLES
Group
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 3,538 2,384
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (71) (47)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 3,467 2,337
Company
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,255 367
Impairment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (65) (7)
Net carrying amount /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,190 360
The Group’s trading terms with its customers are mainly on credit, and the credit period is generally 15 to 30
days for major customers. Each customer has a maximum credit limit. The Group seeks to maintain strict control over
its outstanding receivables and has a credit control department to minimise credit risk. Overdue balances are reviewed
regularly by senior management. The Group does not hold any collateral or other credit enhancements over its trade
receivable balances. Trade receivables are non-interest-bearing.
APPENDIX I ACCOUNTANTS’ REPORT
– I-52 –


--- page 589 ---
An ageing analysis of the trade receivables as at the end of the reporting period, based on the invoice date and
net of loss allowance, is as follows:
Group
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 month /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 3,375 1,558
1 to 3 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 41 664
Over 3 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–5 1 1 1 5
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 3,467 2,337
Company
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 month /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,190 66
1 to 3 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 294
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,190 360
The movements in the loss allowance for impairment of trade receivables are as follows:
Group
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
At beginning of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–– 7 1
Impairment losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 71 (24)
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–7 14 7
Company
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
At beginning of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–– 6 5
Impairment losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 65 (58)
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–6 5 7
APPENDIX I ACCOUNTANTS’ REPORT
– I-53 –


--- page 590 ---
Set out below is the information about the credit risk exposure on the Group’s trade receivables using a
provision matrix:
Group
As at 31 December 2023
Within 1 month 1 to 3 months Over 3 months Total
Expected credit loss rate /H1118/H1118/H1118/H1118/H1118/H1118/H1118––––
Gross carrying amount (RMB’000) /H1118 6––6
Expected credit losses (RMB’000) /H1118/H1118 ––––
As at 31 December 2024
Within 1 month 1 to 3 months Over 3 months Total
Expected credit loss rate /H1118/H1118/H1118/H1118/H1118/H1118/H11182% 2% 2% 2%
Gross carrying amount (RMB’000) /H1118 3,444 42 52 3,538
Expected credit losses (RMB’000) /H1118/H1118 6 911 7 1
As at 30 June 2025
Within 1 month 1 to 3 months Over 3 months Total
Expected credit loss rate /H1118/H1118/H1118/H1118/H1118/H1118/H11182% 2% 2% 2%
Gross carrying amount (RMB’000) /H1118 1,590 677 117 2,384
Expected credit losses (RMB’000) /H1118/H1118 32 13 2 47
Company
As at 31 December 2024
Within 1 month 1 to 3 months Over 3 months Total
Expected credit loss rate /H1118/H1118/H1118/H1118/H1118/H1118/H11182 % ––2 %
Gross carrying amount (RMB’000) /H1118 3,255 – – 3,255
Expected credit losses (RMB’000) /H1118/H1118 6 5–– 6 5
As at 30 June 2025
Within 1 month 1 to 3 months Over 3 months Total
Expected credit loss rate /H1118/H1118/H1118/H1118/H1118/H1118/H11182% 2% – 2%
Gross carrying amount (RMB’000) /H1118 67 300 – 367
Expected credit losses (RMB’000) /H1118/H1118 16–7
APPENDIX I ACCOUNTANTS’ REPORT
– I-54 –


--- page 591 ---
19. PREPAYMENTS, OTHER RECEIV ABLES AND OTHER ASSETS
Group
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,016 5,254 8,324
Export tax refund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,321 –
Recoverable withholding tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 14,704
Deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,915 1,539 1,536
V alue-added tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,389 15,731 19,028
Listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,408 4,058
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,130 14,175 4,996
52,450 40,428 52,646
Impairment allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(938) (949) (832)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111851,512 39,479 51,814
In calculating the expected credit loss rate, the Group considers the historical loss rate and adjusts for
forward-looking macroeconomic data. As at 31 December 2023 and 2024 and 30 June 2025, the loss allowance
amounted to approximately RMB938,000, RMB949,000 and RMB832,000 respectively.
The movements in provision for impairment of other receivables are as follows:
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
At beginning of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118749 938 949
Impairment losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118284 11 (117)
Amount written off as uncollectible /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(95) – –
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118938 949 832
Company
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Prepayments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186,622 3,505 6,394
Export tax refund /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 2,321 –
Recoverable withholding tax /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 14,704
Deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,201 818 813
V alue-added tax recoverable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,931 9,493 14,579
Listing expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 1,408 4,058
Other receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111811,110 13,915 4,662
29,864 31,460 45,210
Less: Impairment allowance /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(889) (782) (656)
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111828,975 30,678 44,554
The movements in provision for impairment of other receivables are as follows:
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
At beginning of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118647 889 782
Impairment losses, net /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118337 (107) (126)
Amount written off as uncollectible /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(95) – –
At end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118889 782 656
APPENDIX I ACCOUNTANTS’ REPORT
– I-55 –


--- page 592 ---
20. CASH AND BANK BALANCES
Group
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118210,273 167,867 358,535
Short-term bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 189,200
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 15,000 –
Interest receivable on bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H11182,080 757 –
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118212,353 183,624 547,735
Non-current
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118846 794 916
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118213,199 184,418 548,651
Denominated in:
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118193,813 153,678 297,814
USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,757 1,359 5,589
EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181 1 1,958
AUD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11184,541 7,330 4,409
SEK /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,087 22,050 238,881
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118213,199 184,418 548,651
Company
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current
Cash and cash equivalents /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118171,962 132,187 247,965
Restricted cash /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 15,000 –
Interest receivable on bank deposits /H1118/H1118/H1118/H1118/H1118/H1118/H11182,080 757 –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118174,042 147,944 247,965
Denominated in:
RMB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118173,463 146,594 247,246
USD /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118578 1,349 718
EUR /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118111
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118174,042 147,944 247,965
The RMB is not freely convertible into other currencies, however, under Mainland China’s Foreign Exchange
Control Regulations and Administration of Settlement, and Sale and Payment of Foreign Exchange Regulations, the
Group is permitted to exchange RMB for other currencies through banks authorised to conduct foreign exchange
business.
Cash at banks earns interest at floating rates based on daily bank deposit rates. The bank balances and
restricted cash are deposited with creditworthy banks with no recent history of default.
Restricted cash amounting to RMB15,000,000 classified as current as at 31 December 2024 included advance
receipts from investors, which was subject to certain usage restrictions as agreed under the investment arrangement.
The Group deposited of RMB846,000, RMB794,000 and RMB916,000 as rental deposits as at 31 December
2023 and 2024 and 30 June 2025, respectively.
APPENDIX I ACCOUNTANTS’ REPORT
– I-56 –


--- page 593 ---
21. TRADE PAYABLES
An ageing analysis of the trade payables as at the end of the Relevant Periods, based on the invoice date, is
as follows:
Group
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 month /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,992 16,142 16,565
1 to 2 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,249 4,728 2,367
2 to 3 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118623 1,168 565
Over 3 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,401 2,187 1,363
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,265 24,225 20,860
Company
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Within 1 month /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,833 11,265 10,937
1 to 2 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,095 4,408 1,501
2 to 3 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118476 938 374
Over 3 months /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,432 1,743 1,019
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,836 18,354 13,831
The trade payables are non-interest-bearing and are normally settled within 60 days.
22. OTHER PAYABLES AND ACCRUALS
Group
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current
Payables for purchase of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111834,371 18,803 17,898
Staff salaries, bonuses and welfare payables /H1118/H1118/H1118/H111819,967 18,233 18,010
Advance from investors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 15,000 151,720
Government grants payable* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111814,492 13,892 14,692
Other tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,365 6,082 3,731
Other payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,424 11,917 11,553
Amounts due to related parties (note 34) /H1118/H1118/H1118/H1118/H1118/H1118419 1,743 1,998
Accrued expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,177 1,812 1,070
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111879,215 87,482 220,672
Non-current
Other payables** /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111859,161 63,279 65,444
APPENDIX I ACCOUNTANTS’ REPORT
– I-57 –


--- page 594 ---
Company
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Current
Payables for purchase of property, plant and
equipment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,361 1,381 560
Staff salaries, bonuses and welfare payables /H1118/H1118/H1118/H1118 8,261 5,277 5,070
Advance from investors /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 15,000 151,720
Government grants payable* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,492 3,892 4,692
Other tax payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,992 3,016 1,524
Other payable /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,774 10,752 10,486
Amounts due to related parties (note 34) /H1118/H1118/H1118/H1118/H1118/H1118201 1,726 1,978
Accrued expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111883 635 200
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111822,164 41,679 176,230
* Government grants payable will not be recognised in profit or loss until the criteria attached to the
grants have been met.
** The non-controlling shareholder of Azemidite Biopharm Co., Ltd. (“Azemidite”) has possessed since
July 2026 the right to demand that the Group effectuates a redemption of its share capital. This
redemption is to be calculated based on the original cost of the investment, inclusive of an agreed-upon
interest rate. The implementation of this option is subject to the stipulations detailed in the shareholders’
agreement.
Other payables classified as current are unsecured, non-interest-bearing and repayable on demand. The
carrying amounts of financial liabilities included in other payables and accruals as at the end of each of the Relevant
Periods approximated to their fair values due to their short-term maturities.
23. CONTRACT LIABILITIES
Group
1 January 31 December 31 December 30 June
2023 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current
Advances received from customers
Collaboration revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 67,124 67,124
Non-current
Advances received from customers
Collaboration revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 64,294 32,147
Company
1 January 31 December 31 December 30 June
2023 2023 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
Current
Advances received from customers
Collaboration revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 67,124 67,124
Non-current
Advances received from customers
Collaboration revenue /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 64,294 32,147
APPENDIX I ACCOUNTANTS’ REPORT
– I-58 –


--- page 595 ---
During the Relevant Periods, contract liabilities represented the obligations to provide services to customers
from which the Group has received consideration. The increase in contract liabilities as of 31 December 2024 was
mainly due to long-term advances received from a customer in relation to the provision of the right to access
intellectual property. The decrease in contract liabilities as of 30 June 2025 was mainly due to the recognition of
revenue from services provided to the customer.
24. INTEREST-BEARING BANK AND OTHER BORROWINGS
Group
As at 31 December As at 30 June
2023 2024 2025
Effective
interest
rate (%) Maturity RMB’000
Effective
interest
rate (%) Maturity RMB’000
Effective
interest
rate (%) Maturity RMB’000
Current
Bank loans –
unsecured /H1118/H1118/H1118/H1118/H1118
3.00-4.50 2024 193,221 3.00-4.50 2025 186,258 2.80-4.50 2025-2026 270,805
Bank loans –
secured /H1118/H1118/H1118/H1118/H1118/H1118
3.20-4.30 2024 11,960 3.60-4.20 2025 27,924 3.00-3.60 2025-2026 52,881
Other borrowings –
unsecured /H1118/H1118/H1118/H1118/H1118
5.55 2024 12,103 5.55 on demand 12,430 5.55 on demand 12,430
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118 217,284 226,612 336,116
Non-current
Bank loans –
unsecured /H1118/H1118/H1118/H1118/H1118
3.50-4.50 2025-2027 53,000 3.45-4.50 2026-2027 61,500 3.50-4.50 2026-2027 38,000
Bank loans –
secured /H1118/H1118/H1118/H1118/H1118/H1118
4.20-4.30 2025-2030 110,708 3.85-4.20 2026-2030 110,781 3.60-4.20 2026-2030 99,356
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118 163,708 172,281 137,356
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 380,992 398,893 473,472
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Analysed into:
Bank loans and other borrowings repayable:
Within one year or on demand /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118217,284 226,612 336,116
In the second year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,993 73,345 55,839
In the third to fifth years, inclusive /H1118/H1118/H1118/H1118/H1118/H1118108,515 86,517 81,517
Beyond five years /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,200 12,419 –
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118380,992 398,893 473,472
As at 31 December 2023, the Group’s secured bank borrowings of RMB114,355,000 were secured by certain
property, plant and equipment and right-of use assets with carrying amounts of RMB123,099,000 and
RMB43,445,000, respectively, and the Group’s secured bank borrowings of RMB8,313,000 were secured by Tianjin
SME Credit Financing Guarantee Co., Ltd.
As at 31 December 2024, the Group’s secured bank borrowings of RMB124,838,000 were secured by certain
property, plant and equipment and right-of use assets with carrying amounts of RMB117,011,000 and
RMB42,532,000, respectively, and the Group’s secured bank borrowings of RMB13,867,000 were secured by Tianjin
SME Credit Financing Guarantee Co., Ltd.
As at 30 June 2025, the Group’s secured bank borrowings of RMB122,357,000 were secured by certain
property, plant and equipment and right-of use assets with carrying amounts of RMB113,967,000 and
RMB42,075,000, respectively, and the Group’s secured bank borrowings of RMB29,880,000 were guaranteed by a
third party Tianjin SME Credit Financing Guarantee Co., Ltd.
APPENDIX I ACCOUNTANTS’ REPORT
– I-59 –


--- page 596 ---
All borrowings are denominated in RMB and are subject to a floating interest rate.
Company
As at 31 December As at 30 June
2023 2024 2025
Effective
interest
rate (%) Maturity RMB’000
Effective
interest
rate (%) Maturity RMB’000
Effective
interest
rate (%) Maturity RMB’000
Current
Bank loans –
unsecured /H1118/H1118/H1118/H1118/H1118
3.00-4.50 2024 193,221 3.50-4.50 2025 186,259 3.00-4.50 2025-2026 271,335
Other borrowings –
unsecured /H1118/H1118/H1118/H1118/H1118
5.55 2024 12,103 5.55 on demand 12,430 5.55 on demand 12,430
Subtotal /H1118/H1118/H1118/H1118/H1118/H1118/H1118 205,324 198,689 283,765
Non-current
Bank loans –
unsecured /H1118/H1118/H1118/H1118/H1118
3.50-4.50 2025-2027 53,000 3.45-4.50 2026-2027 61,500 3.50-4.50 2026-2027 38,000
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118 258,324 260,189 321,765
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Analysed into:
Bank loans and other borrowings repayable:
Within one year or on demand /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118205,324 198,689 283,765
In the second year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,000 49,500 31,000
In the third to fifth years, inclusive /H1118/H1118/H1118/H1118/H1118/H111843,000 12,000 7,000
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118258,324 260,189 321,765
25. DEFERRED INCOME
Group
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Government Grants /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,145 25,402 30,886
The movements in deferred income during the Relevant Periods are as follows:
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
At beginning of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,000 24,145 25,402
Grants received during the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H111815,000 2,594 6,300
Credited to the statement of profit or loss during
the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(855) (1,337) (816)
At the end of year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,145 25,402 30,886
APPENDIX I ACCOUNTANTS’ REPORT
– I-60 –


--- page 597 ---
26. DEFERRED TAX
Group
The movements in deferred tax liabilities and assets during the Relevant Periods are as follows:
Deferred tax liabilities
Right-of-use assets
RMB’000
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118579
Deferred tax charged to the consolidated statement of profit or loss during the year /H1118 7,889
Exchange differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111876
Gross deferred tax liabilities at 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,544
As at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,544
Deferred tax credited to the consolidated statement of profit or loss during the year /H1118 (751)
Exchange differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(192)
Gross deferred tax liabilities at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,601
As at 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,601
Deferred tax credited to the consolidated statement of profit or loss during the
period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(980)
Exchange differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118418
Gross deferred tax liabilities at 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,039
Deferred tax assets
Lease liabilities
Losses available
for offsetting
against future
taxable profits Total
RMB’000 RMB’000 RMB’000
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118579 – 579
Deferred tax credited to the consolidated
statement of profit or loss during the year /H1118/H1118/H1118 7,782 107 7,889
Exchange differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111876 – 76
Gross deferred tax assets at 31 December 2023 /H1118/H1118 8,437 107 8,544
As at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11188,437 107 8,544
Deferred tax charged to the consolidated
statement of profit or loss during the year /H1118/H1118/H1118 (748) (3) (751)
Exchange differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(192) – (192)
Gross deferred tax assets at 31 December 2024 /H1118/H1118 7,497 104 7,601
As at 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11187,497 104 7,601
Deferred tax charged to the consolidated
statement of profit or loss during the period /H1118/H1118 (876) (104) (980)
Exchange differences /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118418 – 418
Gross deferred tax assets at 30 June 2025 /H1118/H1118/H1118/H1118/H11187,039 – 7,039
As at 31 December 2023 and 2024 and 30 June 2025, deferred tax assets have not been recognised in respect
of tax losses of RMB1,935,808,000, RMB1,959,949,000 and RMB2,162,216,000 arising in Mainland China,
respectively, which would expire in one to five years for offsetting against future taxable profits.
For presentation purposes, certain deferred tax assets and liabilities have been offset in the statement of
financial position. The following is an analysis of the deferred tax balances of the Group for financial reporting
purposes.
APPENDIX I ACCOUNTANTS’ REPORT
– I-61 –


--- page 598 ---
Net deferred tax recognised in the consolidated statement of financial position.
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Net deferred tax assets/liabilities in respect of
continuing operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
There are no income tax consequences attaching to the payment of dividends by the Company to its
shareholders.
Company
The movements in deferred tax liabilities and assets during the Relevant Periods are as follows:
Deferred tax liabilities
Right-of-use assets
RMB’000
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118113
Deferred tax charged to the consolidated statement of profit or loss during the year /H1118 2,033
Gross deferred tax liabilities at 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,146
As at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,146
Deferred tax credited to the consolidated statement of profit or loss during the year /H1118 (622)
Gross deferred tax liabilities at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,524
As at 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,524
Deferred tax credited to the consolidated statement of profit or loss during
the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(226)
Gross deferred tax liabilities at 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,298
Deferred tax assets
Lease liabilities
RMB’000
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118113
Deferred tax credited to the consolidated statement of profit or loss during the year /H1118 2,033
Gross deferred tax assets at 31 December 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,146
As at 1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182,146
Deferred tax charged the consolidated statement of profit or loss during the year /H1118/H1118/H1118 (622)
Gross deferred tax assets at 31 December 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,524
As at 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,524
Deferred tax charged the consolidated statement of profit or loss during the period /H1118/H1118 (226)
Gross deferred tax assets at 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,298
For presentation purposes, certain deferred tax assets and liabilities have been offset in the statement of
financial position. The following is an analysis of the deferred tax balances of the Company for financial reporting
purposes.
Net deferred tax recognised in the consolidated statement of financial position.
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Net deferred tax assets/liabilities in respect of
continuing operations /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118–––
APPENDIX I ACCOUNTANTS’ REPORT
– I-62 –


--- page 599 ---
27. SHARE CAPITAL
The Company was incorporated in January 2007 with initial authorised paid-in capital of RMB13,330,000
divided into 13,330,000 units with par value of RMB1.00 each.
A summary of movements in the Company’s issued share capital during the Relevant Periods is as follows:
Notes
Number of shares
in issue Share capital
RMB’000
As at 1 January 2023, 31 December 2023 and 1 January
2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118128,385,641 128,386
Issuance of ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118a 1,224,464 1,224
As at 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118129,610,105 129,610
Issuance of ordinary shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118b 534,940 535
As at 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118130,145,045 130,145
Notes:
(a) In August 2024, the Company entered into a share subscription agreement with Wenzhou Chouqin Borui
V enture Investment L.P . (“Wenzhou Chouqin”) and Hangzhou Panlin Xukang V enture Investment L.P .
(“Panlin Xukang”). According to the agreement, the investors agreed to invest in the Company by
subscribing for 1,224,464 shares at a total consideration of RMB45,779,000. As at 31 December 2024,
the consideration was fully settled by these investors.
(b) In January 2025, the Company entered into a share subscription agreement with Y antai Muxin
Biopharmaceutical Health Industry Development Partnership (Limited Partnership) (“Muxin Health”)
and Shenzhen Xinchuang Medical Private Equity Investment Fund Partnership (Limited Partnership)
(“Shenzhen Xinchuang”). According to the agreement, the investors agreed to invest in the Company by
subscribing for 534,940 shares at a total consideration of RMB20,000,000. As at 30 June 2025, the
consideration was fully settled by these investors.
28. RESERVES
(a) Group
The amounts of the Group’s reserves and the movements therein are presented in the consolidated statements
of changes in equity in the Historical Financial Information.
(b) Share premium
The Share premium of the Group represents the excess of the consideration received for subscription of the
registered capital of the Company, the additional contribution made by the shareholders of the Company’s
subsidiaries and, in the case of an additional contribution made by the Company to a non-wholly-owned subsidiary,
the difference between the contribution and the shareholders’ interests acquired.
APPENDIX I ACCOUNTANTS’ REPORT
– I-63 –


--- page 600 ---
(c) Company
Share premium
Share-based
payments
Accumulated
losses Total
RMB’000 RMB’000 RMB’000 RMB’000
As at 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,070,529 154,705 (753,003) 472,231
Loss and total comprehensive
income for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (368,795) (368,795)
Share-based payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 25,495 – 25,495
As at 31 December 2023 and
1 January 2024 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,070,529 180,200 (1,121,798) 128,931
Loss and total comprehensive
income for the year /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (225,519) (225,519)
Issue of shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111844,555 – – 44,555
Share-based payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 12,425 – 12,425
Transfer of vested shares under
restricted share incentive plan /H1118/H1118/H1118192,625 (192,625) – –
As at 31 December 2024 and
1 January 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,307,709 – (1,347,317) (39,608)
Loss and total comprehensive
income for the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (64,538) (64,538)
Issue of shares /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819,465 – – 19,465
Share-based payments /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 9,160 – 9,160
Transfer of vested shares under
restricted share incentive plan /H1118/H1118 1,361 (1,361) – –
As at 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,328,535 7,799 (1,411,855) (75,521)
29. SHARE-BASED PAYMENTS
Group and Company
(a) Restricted share incentive plan
The Group approved and adopted a stock incentive scheme (the “Stock Incentive Plan”) for certain employees
of the Group (“Share Incentive Participants”) in order to recognise the contributions of Share Incentive Participants
to the growth and development of the Group, and incentivise them to further promote the development of the Group.
In order to implement the Stock Incentive Plan, Kunshan Ruiman Enterprise Management Consulting LP
(“Kunshan Ruiman”), Kunshan Ruijing Enterprise Management Consulting LP (“Kunshan Ruijing”), Kunshan
Ruixiang Enterprise Management Consulting LP (“Kunshan Ruixiang”), Kunshan Ruilang Enterprise Management
Consulting LP (“Kunshan Ruilang”), Kunshan Ruixing Enterprise Management Consulting LP (“Kunshan Ruixing”)
and Kunshan Ruizhuo Enterprise Management Consulting LP (“Kunshan Ruizhuo”) were established and designated
as stock incentive platforms to hold the shares specially awarded to the eligible participants as the ultimate beneficial
owners.
Pursuant to the board resolution on 20 May 2020, the Board of Directors of the Company awarded 1,846,517
restricted share units (“RSUs”) of the Group as mentioned above to 69 incentive subjects.
Date of grant Number of award granted Vesting price per share Requisite service period
1 /H1118/H11182020/5/20 676,734 RMB1.00 –
2 /H1118/H11182020/5/20 178,783 RMB1.00 4 years
3 /H1118/H11182020/5/20 991,000 RMB8.60 4 years
Share-based payment expenses recognised by the Group amounted to RMB25,495,000, RMB12,425,000,
RMB1,361,000 and RMB12,425,000 (unaudited) during the Relevant Periods and the six months ended 30 June 2024,
respectively. The fair value of the share was determined based on the transaction prices observed in third-party
transactions during the nearest period.
APPENDIX I ACCOUNTANTS’ REPORT
– I-64 –


--- page 601 ---
The following RSUs were outstanding under the Stock Incentive Plan during the Relevant Periods:
As at 31 December As at 30 June
2023 2024 2025
Number of RSUs Number of RSUs Number of RSUs
At the beginning of the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,169,783 1,169,783 –
Granted during the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118116,300 6,000 –
V ested during the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– (1,169,783) –
Forfeited during the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(116,300) (6,000) –
At the end of the year/period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181,169,783 – –
On 9 April 2025, the Company awarded 40,000 restricted share units (“RSUs”) of the Group as mentioned
above to one incentive subject.
Date of grant Number of award granted Vesting price per share Requisite service period
1 /H1118/H11182025/4/09 40,000 RMB3.37 –
(b) Share option scheme
The Company operates a share option scheme (“Option Scheme”) for the purpose to recognise and
acknowledge the contributions that the eligible participants of the Option Scheme had or may have made to the
Company. Eligible participants of the option Scheme include the Company’s directors, including independent
non-executive directors, other employees of the Group. The Option Scheme was adopted pursuant to the resolutions
of the Company’s shareholders passed on 8 February 2025 (“Adoption Date”) and shall be valid and effective for a
period which is not later than 10 years commencing on the Adoption Date or 60 months from the date of initial public
offering (“IPO”), if earlier.
The maximum number of shares which may be issued upon exercise of all options to be granted under the
Option Scheme and other share option schemes of the Company shall not in aggregate exceed 10% of the total number
of shares in issue as at the listing date unless the Company obtains approval from its shareholders in general meetings
and/or such other requirements prescribed under the Listing Rules and must not exceed 30% of the total number of
shares in issue from time to time. The total number of shares issued and to be issued upon exercise of the options
granted to each grantee (including both exercised and outstanding options) in any 12-month period shall not exceed
1% of the total number of the Company’s shares in issue, unless approval of the Company’s shareholders in general
meetings and/or such other requirements prescribe under the Listing Rules is obtained.
The period within which the shares must be taken up under an option shall be determined by the Board at its
absolute discretion and in any event, such period shall not be longer than 10 years from the date upon which any
particular option is granted in accordance with the Option Scheme.
The exercise price of share options is determinable by the directors and is set 10% of the transaction prices
observed in third-party transactions during the nearest period.
On 8 February 2025, 2,174,000 options were granted to six directors and certain employees of the company,
entitling them to subscribe for a total of 2,174,000 shares at the exercise price of RMB3.7 per share. Among the
options resolved to grant, one employee has not accepted his respective options offer of 60,000 options. As a result,
only 2,114,000 options were granted for the six months ended 30 June 2025.
The following share options were outstanding under the Option Scheme during the Relevant Periods:
2025
Weighted average
exercise price
RMB per share Number of options
At 1 January /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Granted during the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.7 2,114,000
Forfeited during the period /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.7 (40,000)
At 30 June /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.7 2,074,000
APPENDIX I ACCOUNTANTS’ REPORT
– I-65 –


--- page 602 ---
The exercise prices and exercise periods of the share options outstanding as at the end of the reporting period
are as follows:
Number of options Exercise price Vesting date Exercise period
1,037,000 RMB3.7 24 months after the date of IPO 12 months from the date of
vesting date
1,037,000 RMB3.7 36 months after the date of IPO 12 months from the date of
vesting date
2,074,000
The fair value of the share options at the date of grant was RMB71,583,000 (RMB33.86 each) of which the
Group recognised a share option expense of RMB7,799,000 during the six months ended 30 June 2025.
The fair value of equity-settled share options granted during the six months ended 30 June 2025 was estimated
as at the date of grant using a binomial model, taking into account the terms and conditions upon which the options
were granted. The following table lists the inputs to the model used:
30 June 2025
Dividend yield (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11180.00
Expected volatility (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837.79, 39.24
Historical volatility (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837.79, 39.24
Risk-free interest rate (%) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11181.32, 1.39
Expected life of options (year) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183.90, 4.90
Weighted average share price (HK$ per share) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111837.39
30. PARTLY-OWNED SUBSIDIARIES WITH MATERIAL NON-CONTROLLING INTERESTS
Details of the Group’s subsidiaries that have material non-controlling interests are set out below:
As at 31 December As at 30 June
2023 2024 2025
Percentage of equity interests held by
non-controlling interests:
Azemidite Biopharm Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111829.41% 29.41% 29.41%
Ribocure Pharmaceuticals AB (Note) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820.00% 24.18% 49.71%
2023 2024 2025
RMB’000 RMB’000 RMB’000
Loss for the year/period allocated to
non-controlling interests:
Azemidite Biopharm Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(9,190) (12,099) (4,776)
Ribocure Pharmaceuticals AB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118243 758 (3,790)
Accumulated balances of non-controlling
interests at the reporting date:
Azemidite Biopharm Co., Ltd. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,086 (2,013) (6,789)
Ribocure Pharmaceuticals AB /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118535 1,306 125,939
Note: In June 2025, Ribocure Pharmaceuticals AB entered into a share subscription agreement with Erik Selin
Fastigheter Aktiebolag and Co Activate AB, pursuant to which, Erik Selin Fastigheter Aktiebolag and
Co Activate AB subscribed 616,862 and 19,277 shares in Ribocure AB at a consideration of
US$32,000,000 and US$1,000,000, respectively, which was settled on the same date. Upon such
subscription, Ribocure AB was held by the Company from 75.82% to 50.29%
APPENDIX I ACCOUNTANTS’ REPORT
– I-66 –


--- page 603 ---
The following tables illustrate the summarised financial information of the above subsidiaries. The amounts
disclosed are before any inter-company eliminations:
Azemidite
Biopharm Co., Ltd.
Ribocure
Pharmaceuticals AB
RMB’000 RMB’000
As at 31 December 2023
Current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,403 33,328
Non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118200,919 17,963
Current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111870,175 16,844
Non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118194,014 7,194
Azemidite
Biopharm Co., Ltd.
Ribocure
Pharmaceuticals AB
RMB’000 RMB’000
As at 31 December 2024
Current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111821,356 49,144
Non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118190,384 19,161
Current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111882,400 29,435
Non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118199,463 8,895
Azemidite
Biopharm Co., Ltd.
Ribocure
Pharmaceuticals AB
RMB’000 RMB’000
As at 30 June 2025
Current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111843,575 267,165
Non-current assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118185,009 19,638
Current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118121,425 28,006
Non-current liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118195,685 8,891
31. NOTES TO THE CONSOLIDATED STATEMENTS OF CASH FLOWS
(a) Major non-cash transactions
During the years ended 31 December 2023 and 2024 and the six months ended 30 June 2025 and 2024, the
Group had non-cash additions to right-of-use and lease liabilities of RMB38,007,000, RMB4,140,000, RMB108,000
and RMB228,000 (unaudited), respectively, in respect of lease arrangements for buildings.
APPENDIX I ACCOUNTANTS’ REPORT
– I-67 –


--- page 604 ---
(b) Changes in liabilities arising from financing activities
Advance from
investors included
in other payables
and accruals
Interest-bearing
bank and other
borrowings Lease liabilities
RMB’000 RMB’000 RMB’000
At 1 January 2023 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 362,302 2,895
Changes from financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 3,573 (8,402)
Interest expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 15,117 941
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 306
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 38,007
At 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118 – 380,992 33,747
Changes from financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111815,000 3,141 (9,495)
Interest expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 14,760 1,520
Lease modification /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 836
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (759)
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 4,140
At 31 December 2024 and 1 January 2025 /H1118/H1118/H1118/H1118/H111815,000 398,893 29,989
Changes from financing cash flows /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118151,720 67,210 (3,629)
Recognised in share capital and reserves /H1118/H1118/H1118/H1118/H1118/H1118(15,000) – –
Interest expense /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,369 709
Lease modification /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 286
Exchange realignment /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,621
New leases /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 108
At 30 June 2025 /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118151,720 473,472 29,084
At 31 December 2023 and 1 January 2024 /H1118/H1118/H1118/H1118/H1118 – 380,992 33,747
Changes from financing cash flows (unaudited) /H1118/H1118 – 25,836 (4,830)
Interest expense (unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 7,384 777
Lease modification (unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 1,042
Exchange realignment (unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – (520)
New leases (unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– – 228
At 30 June 2024 (unaudited) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 414,212 30,444
(c) Total cash outflow for leases
The total cash outflow for leases included in the statement of cash flows is as follows:
Y ear ended 31 December Six months ended 30 June
2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Within operating activities /H1118/H1118/H1118/H1118/H1118/H1118/H11182,290 1,979 1,425 1,410
Within financing activities /H1118/H1118/H1118/H1118/H1118/H1118/H11188,470 9,508 4,830 3,629
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,760 11,487 6,255 5,039
32. PLEDGE OF ASSETS
Details of the Group’s interest-bearing borrowings, which are secured by the assets of the Group, are included
in note 24 to the Historical Financial Information.
APPENDIX I ACCOUNTANTS’ REPORT
– I-68 –


--- page 605 ---
33. COMMITMENTS
The Group had the following contractual commitments at the end of the reporting period:
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Plant and machinery /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,863 437 731
34. RELATED PARTY TRANSACTIONS
Group
(a) Related parties for the years ended 31 December 2023 and 2024 and the six months ended 30 June 2025
were as follows:
Name Relationship with the Company
Dr. Liang Zicai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118A member of the Group’s
Single Largest Group of
Shareholders
Dr. Zhang Hongyan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118A member of the Group’s
Single Largest Group of
Shareholders
Dr. Gan LiMing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Executive director
Dr. Gao Shan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Senior management
Dr. Tong Cheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Senior management
(b) Outstanding balances with related parties of the Group:
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Other payables and accruals:
Due to related parties:
Dr. Liang Zicai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118236 400 987
Dr. Zhang Hongyan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 400 400
Dr. Gan LiMing /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111819 17 20
Dr. Gao Shan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118162 354 354
Dr. Tong Cheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 572 237
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118419 1,743 1,998
The Group’s balances due to the related parties are non-trade in nature, unsecured, non-interest-bearing and
have no fixed terms of repayment.
(c) Compensation of key management personnel of the Group:
As at 31 December As at 30 June
2023 2024 2024 2025
RMB’000 RMB’000 RMB’000 RMB’000
(Unaudited)
Salaries, bonuses, allowances,
and benefits in kind /H1118/H1118/H1118/H1118/H111823,214 16,708 9,525 8,974
Pension scheme contributions /H1118 982 911 460 456
Share-based payment
expenses /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111816,747 6,999 6,999 5,756
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111840,943 24,618 16,984 15,186
APPENDIX I ACCOUNTANTS’ REPORT
– I-69 –


--- page 606 ---
Company
Outstanding balances with related parties of the Company:
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Other payables and accruals:
Due to related parties:
Dr. Liang Zicai /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111836 400 987
Dr. Zhang Hongyan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118– 400 400
Dr. Gao Shan /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118163 354 354
Dr. Tong Cheng /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11182 572 237
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(i) 201 1,726 1,978
Due to subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(ii) 25,463 42,516 20,001
Due from subsidiaries /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(iii) 17,608 28,431 25,883
Loan from a subsidiary /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(iv) 20,301 31,069 43,000
(i) The Company’s balances due to the related parties are non-trade in nature, unsecured, non-interest-
bearing and have no fixed terms of repayment.
(ii) The amounts due to subsidiaries were generated from the purchase of goods and services from the
subsidiaries.
(iii) The amounts due from subsidiaries were generated from the sales of goods and services to the
subsidiaries.
(iv) The loan from a subsidiary are non-trade in nature and unsecured. The interest rates range from 3.10%
to 3.85% and the repayment period is one year.
35. FINANCIAL INSTRUMENTS BY CATEGORY
The carrying amounts of each of the categories of financial instruments as at the end of each of the Relevant
Periods are as follows:
Financial assets
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Financial assets at amortised cost
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11186 3,467 2,337
Financial assets included in prepayments,
deposits and other assets /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,107 14,765 5,700
Cash and bank balances /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118213,199 184,418 548,651
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118226,312 202,650 556,688
Financial liabilities
As at 31 December As at 30 June
2023 2024 2025
RMB’000 RMB’000 RMB’000
Financial liabilities at amortised cost
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,265 24,225 20,860
Financial liabilities included in other payables
and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111897,375 95,742 96,893
Interest-bearing bank and other borrowings /H1118/H1118/H1118 380,992 398,893 473,472
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111833,747 29,989 29,084
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118535,379 548,849 620,309
APPENDIX I ACCOUNTANTS’ REPORT
– I-70 –


--- page 607 ---
36. FAIR V ALUE AND FAIR V ALUE HIERARCHY OF FINANCIAL INSTRUMENTS
The carrying amounts and fair values of the Group’s financial instruments approximate to fair values.
Management has assessed that the fair values of cash and cash equivalents, trade receivables, financial assets
included in prepayments, other receivables and other assets, trade payables, the current portion of interest-bearing
bank and other borrowings, financial liabilities included in other payables and accruals, and amounts due from/to
subsidiaries approximate to their carrying amounts largely due to the short term maturities of these instruments.
The Group’s finance department headed by the finance manager is responsible for determining the policies and
procedures for the fair value measurement of financial instruments. The finance manager reports directly to the chief
financial officer and the audit committee. At each reporting date, the finance department analyses the movements in
the values of financial instruments and determines the major inputs applied in the valuation. The valuation is
reviewed and approved by the chief financial officer.
The fair values of the financial assets and liabilities are included at the amount at which the instrument could
be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following
methods and assumptions were used to estimate the fair values:
The fair values of the non-current portion of interest-bearing bank and other borrowings and restricted cash
have been calculated by discounting the expected future cash flows using rates currently available for instruments
with similar terms, credit risk and remaining maturities. The changes in fair value as a result of the Group’s own
non-performance risk for interest-bearing bank and other borrowings as at 31 December 2023, 2024 and 30 June 2025
were assessed to be insignificant.
Fair value hierarchy
The Group did not have any financial assets and liabilities measured at fair value during the Relevant Periods.
37. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments comprise cash and cash equivalents and bank loans. The main
purpose of these financial instruments is to raise finance for the Group’s operations. The Group has various other
financial assets and liabilities such as other receivables and other payables, which arise directly from its operations.
The main risks arising from the Group’s financial instruments are interest rate risk, foreign currency risk,
credit risk and liquidity risk. The Board of Directors reviews and agrees policies for managing each of these risks
and they are summarised below.
Interest rate risk
The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s long term
debt obligations with a floating interest rate.
A 100 basis point increase or decrease represents management’s assessment of the reasonably possible change
in interest rates. If interest rates had been 100 basis points higher and all other variables were held constant, the
Group’s loss before tax would have increased by approximately RMB1,107,000, RMB1,108,000 and RMB1,224,000
for the years ended 31 December 2023 and 2024 and the six months ended 30 June 2025, respectively.
Foreign currency risk
The Group’s major businesses are carried out in Mainland China and Europe and most of the transactions are
conducted in RMB and EUR. Most of the Group’s assets and liabilities are denominated in RMB. The Group did not
have material foreign currency risk during the Relevant Periods.
Credit risk
The Group trades only with recognised and creditworthy third parties. In addition, receivable balances are
monitored on an ongoing basis and the Group’s exposure to bad debts is not significant.
APPENDIX I ACCOUNTANTS’ REPORT
– I-71 –


--- page 608 ---
Maximum exposure and year end staging as at 31 December 2023 and 2024 and 30 June 2025
The table below shows the credit quality and the maximum exposure to credit risk based on the Group’s credit
policy, which is mainly based on past due information unless other information is available without undue cost or
effort, and year end staging classification as at 31 December 2023 and 2024 and 30 June 2025. The amounts presented
are gross carrying amounts for financial assets.
31 December 2023
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118–––66
Financial assets included
in prepayments, other
receivables and other
assets
– Normal* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111813,189 856 – – 14,045
Cash and bank balances
– Not yet past due /H1118/H1118/H1118/H1118213,19 9––– 213,199
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118226,388 856 – 6 227,250
31 December 2024
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118– – – 3,538 3,538
Financial assets included
in prepayments, other
receivables and other
assets
– Normal* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11183,514 12,200 – – 15,714
Cash and bank balances
– Not yet past due /H1118/H1118/H1118/H1118184,41 8––– 184,418
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118187,932 12,200 – 3,538 203,670
30 June 2025
12-month ECLs Lifetime ECLs
Stage 1 Stage 2 Stage 3
Simplified
approach Total
RMB’000 RMB’000 RMB’000 RMB’000 RMB’000
Trade receivables /H1118/H1118/H1118/H1118/H1118/H1118– – – 2,384 2,384
Financial assets included
in prepayments, other
receivables and other
assets
– Normal* /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11185,231 1,301 – – 6,532
Cash and bank balances
– Not yet past due /H1118/H1118/H1118/H1118548,65 1––– 548,651
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118553,882 1,301 – 2,384 557,567
* The credit quality of the financial assets included in prepayments, other receivables and other assets is
considered to be “normal” when they are not past due and there is no information indicating that the
financial assets had a significant increase in credit risk since initial recognition. Otherwise, the credit
quality of the financial assets is considered to be “doubtful”.
APPENDIX I ACCOUNTANTS’ REPORT
– I-72 –


--- page 609 ---
Liquidity risk
The Group monitors and maintains a level of cash and cash equivalents deemed adequate by the management
of the Group to finance the operations and mitigate the effects of fluctuations in cash flows.
The maturity profile of the Group’s financial liabilities as at the end of each of the Relevant Periods, based
on the contractual undiscounted payments, is as follows:
As at 31 December 2023
Less than 1 year 1 to 5 years Over 5 years Total
RMB’000 RMB’000 RMB’000 RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111823,265 – – 23,265
Financial liabilities included in other
payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111838,214 70,000 – 108,214
Interest-bearing bank and other
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118232,686 138,848 34,320 405,854
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,684 31,235 – 40,919
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118303,849 240,083 34,320 578,252
As at 31 December 2024
Less than 1 year 1 to 5 years Over 5 years Total
RMB’000 RMB’000 RMB’000 RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111824,225 – – 24,225
Financial liabilities included in other
payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111832,463 70,000 – 102,463
Interest-bearing bank and other
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118236,595 171,511 12,581 420,687
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H11189,027 24,398 – 33,425
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118302,310 265,909 12,581 580,800
As at 30 June 2025
Less than 1 year 1 to 5 years Over 5 years Total
RMB’000 RMB’000 RMB’000 RMB’000
Trade payables /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111820,860 – – 20,860
Financial liabilities included in other
payables and accruals /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111831,449 70,000 – 101,449
Interest-bearing bank and other
borrowings /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118348,055 146,139 – 494,194
Lease liabilities /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H111810,719 22,660 – 33,379
Total /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118411,083 238,799 – 649,882
Capital management
The primary objectives of the Group’s capital management are to safeguard the Group’s ability to continue as
a going concern and to maintain healthy capital ratios in order to support its business and maximise shareholders’
value.
The Group manages its capital structure and makes adjustments to it in light of changes in economic conditions
and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Group may adjust
the dividend payment to shareholders, return capital to shareholders or issue new shares. The Group is not subject
to any externally imposed capital requirements. No changes were made in the objectives, policies or processes for
managing capital during the Relevant Periods.
APPENDIX I ACCOUNTANTS’ REPORT
– I-73 –


--- page 610 ---
38. EVENTS AFTER THE RELEV ANT PERIODS
In June 2025, the Company entered into a share subscription agreement with Jinan Mingxin, Langma
Ninety-Five (Shenzhen) Private Equity V enture Investment Fund Partnership (Limited Partnership), Langma
Ninety-Six (Shenzhen) Private Equity V enture Investment Fund Partnership (Limited Partnership), MI Zhongye,
Kunshan Hi-tech V enture, Kunshan Guoke and LI Xiaofeng. According to the agreement, the investors agreed to
invest the Company by subscribing for 4,058,065 shares at a total consideration of RMB151,720,479 which was
received advance by the Company in June 2025.
In July 2025, the Shareholders’ meetings approved the share subscription agreement.
In August 2025, the registered capital of Azemidite Biopharm Co., Ltd. was increased from RMB22,100,000
to RMB23,891,892.
In October 2025, the Company increased its investment in Ribo (Australia) Life Science Pty Ltd, raising the
subsidiary’s registered share capital to AUD9,367,218.
39. SUBSEQUENT FINANCIAL STATEMENTS
No audited financial statements have been prepared by the Company, the Group or any of the companies now
comprising the Group in respect of any period subsequent to 30 June 2025.
APPENDIX I ACCOUNTANTS’ REPORT
– I-74 –


--- page 611 ---
The following information does not form part of the Accountants’ Report from Ernst &
Young, Certified Public Accountants, Hong Kong, the Company’ s Reporting Accountants, as set
out in Appendix I to this prospectus, and is included herein for information purpose only. The
unaudited pro forma financial information should be read in conjunction with the section
headed “Financial Information” in this prospectus and the Accountants’ Report set out in
Appendix I to this prospectus.
A. UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET
TANGIBLE ASSETS
The following unaudited pro forma statement of adjusted consolidated net tangible assets
of the Group has been prepared in accordance with Rule 4.29 of the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited and with reference to
Accounting Guideline 7 Preparation of Pro Forma Financial Information for inclusion in
Investment Circulars issued by the Hong Kong Institute of Certified Public Accountants for
illustration purposes only, and is set out here to illustrate the effect of the Global Offering on
the consolidated net tangible assets of the Group attributable to owners of the Company as of
30 June 2025 as if the Global Offering had taken place on 30 June 2025.
The unaudited pro forma statement of adjusted consolidated net tangible assets of the
Group has been prepared for illustrative purposes only and because of its hypothetical nature,
it may not provide a true picture of the consolidated net tangible assets of the Group
attributable to owners of the Company had the Global Offering been completed as of 30 June
2025 or any future dates.
Consolidated
net tangible
liabilities of the
Group
attributable to
owners of the
Company as at
30 June 2025
Estimated net
proceeds from
the Global
Offering
Unaudited pro
forma adjusted
consolidated
net tangible
assets of the
Group
attributable to
owners of the
Company as at
30 June 2025
Unaudited pro forma
adjusted consolidated net
tangible assets
attributable to owners of
the Company per share
as at 30 June 2025
RMB’000 RMB’000 RMB’000 RMB HK$
(note 1) (note 2) (note 3) (note 4, 5)
Based on an Offer Price
of HK$57.97 per
Share /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118(143,079) 1,357,521 1,214,442 7.70 8.50
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-1 –


--- page 612 ---
Notes:
1. The consolidated net tangible liabilities of the Group attributable to owners of the Company as at 30
June 2025 is based on consolidated net liabilities of the Group attributable to owners of the Company
as at 30 June 2025 of approximately RMB58,430,000, after deducting other intangible assets of the
Group as at 30 June 2025 of approximately RMB84,649,000 as shown in the Accountants’ Report set
out in Appendix I to this prospectus.
2. The estimated net proceeds from the Global Offering are based on estimated offer prices of HK$57.97
per Share, after the deduction of underwriting fees and other listing related expenses payable by the
Company (excluding listing expenses of RMB21,362,000 which have been recognised in profit or loss
during the Track Record Period) and do not take into account any share which may be sold and offered
upon exercise of the Over-allotment Option.
3. The unaudited pro forma adjusted consolidated net tangible assets attributable to owners of the
Company per Share are arrived at after adjustments referred to in preceding and on the basis that
157,632,445 shares are in issue, assuming that the Global Offering had been completed on 30 June 2025,
without taking into account of any shares which may be allotted and issued upon the exercise of the
Offer Size Adjustment Option or the exercise of the Over-allotment Option or any subsequent events as
shown in the Accountants’ Report set out in Appendix I to this prospectus.
4. For the purpose of this unaudited pro forma statement of adjusted consolidated net tangible assets, the
balances stated in Renminbi are converted into Hong Kong dollars at an exchange rate of HK$1 to
RMB0.90675. No representation is made that the Hong Kong dollar amounts have been, could have been
or may be converted to Renminbi, or vice versa, at that rate or any other rates or at all.
5. No adjustment has been made to the unaudited pro forma adjusted consolidated net tangible assets of
the Group to reflect any trading results or other transactions for the Group entered into subsequent to
30 June 2025. Based on the Offer Price of HK$57.97 per Share, the unaudited pro forma adjusted
consolidated net tangible assets attributable to owners of the Company per Share is HK$9.32 after
adjustments of the Pre-IPO investments from series E3 financing and on the basis that 161,690,510
Shares are in issue assuming the Global Offering have been completed on 30 June 2025.
6. By comparing the valuation of the Group’s selected property interest of RMB157,713,000 as set out in
Appendix IV to this document and the unaudited net book value of the selected property as at 31 October
2025, the net revaluation surplus is approximately RMB10,411,000, which has not been included in the
above consolidated net tangible assets of the Group attributable to owners of the Company as at 30 June
2025. The revaluation of the Group’s selected property interest will not be incorporated in the Group’s
financial information. If the revaluation surplus is to be included in the Group’s financial information,
an additional depreciation charge of approximately RMB473,000 per annum relating to the selected
property interest would be recorded.
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-2 –


--- page 613 ---
Ernst & Young
27/F , One T aikoo Place
979 King’s Road
Quarry Bay, Hon
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B. INDEPENDENT REPORTING ACCOUNTANTS’ ASSURANCE REPORT ON THE
COMPILATION OF PRO FORMA FINANCIAL INFORMATION
The following is the text of a report, prepared for inclusion in this document, received
from the independent reporting accountants of the Company, Ernst & Young, Certified Public
Accountants, Hong Kong, for the purpose of incorporation in this prospectus.
To the Directors of Suzhou Ribo Life Science Co., Ltd.
We have completed our assurance engagement to report on the compilation of unaudited
pro forma financial information of Suzhou Ribo Life Science Co., Ltd. (the “Company”) and
its subsidiaries (hereinafter collectively referred to as the “Group”) by the directors of the
Company (the “Directors”) for illustrative purposes only. The unaudited pro forma financial
information consists of the unaudited pro forma consolidated net tangible assets as at 30 June
2025 and related notes as set out on pages II-1 to II-2 of the prospectus dated 31 December
2025 (the “Prospectus”) issued by the Company (the “Unaudited Pro Forma Financial
Information”). The applicable criteria on the basis of which the Directors have compiled the
Unaudited Pro Forma Financial Information are described in Part A of Appendix II to the
Prospectus.
The Unaudited Pro Forma Financial Information has been compiled by the Directors to
illustrate the impact of the global offering of shares of the Company on the Group’s financial
position as at 30 June 2025 as if the transaction had taken place at 30 June 2025. As part of
this process, information about the Group’s financial position has been extracted by the
Directors from the Group’s financial statements for the year ended 30 June 2025, on which an
accountants’ report has been published.
Directors’ responsibility for the Unaudited Pro Forma Financial Information
The Directors are responsible for compiling the Unaudited Pro Forma Financial
Information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities
on The Stock Exchange of Hong Kong Limited (the “Listing Rules”) and with reference to
Accounting Guideline (“AG”) 7 Preparation of Pro Forma Financial Information for Inclusion
in Investment Circulars issued by the Hong Kong Institute of Certified Public Accountants (the
“HKICPA”).
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-3 –


--- page 614 ---
Our independence and quality management
We have complied with the independence and other ethical requirements of the Code of
Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental
principles of integrity, objectivity, professional competence and due care, confidentiality and
professional behavior.
Our firm applies Hong Kong Standard on Quality Management 1 Quality Management for
Firms that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related
Services Engagements which requires the firm to design, implement and operate a system of
quality management including policies or procedures regarding compliance with ethical
requirements, professional standards and applicable legal and regulatory requirements.
Reporting accountants’ responsibilities
Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the
Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to
you. We do not accept any responsibility for any reports previously given by us on any
financial information used in the compilation of the Unaudited Pro Forma Financial
Information beyond that owed to those to whom those reports were addressed by us at the dates
of their issue.
We conducted our engagement in accordance with Hong Kong Standard on Assurance
Engagements 3420 Assurance Engagements to Report on the Compilation of Pro Forma
Financial Information Included in a Prospectus issued by the HKICPA. This standard requires
that the reporting accountants plan and perform procedures to obtain reasonable assurance
about whether the Directors have compiled the Unaudited Pro Forma Financial Information in
accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the
HKICPA.
For purposes of this engagement, we are not responsible for updating or reissuing any
reports or opinions on any historical financial information used in compiling the Unaudited Pro
Forma Financial Information, nor have we, in the course of this engagement, performed an
audit or review of the financial information used in compiling the Unaudited Pro Forma
Financial Information.
The purpose of the Unaudited Pro Forma Financial Information included in the
Prospectus is solely to illustrate the impact of the global offering of shares of the Company on
unadjusted financial information of the Group as if the transaction had been undertaken at an
earlier date selected for purposes of the illustration. Accordingly, we do not provide any
assurance that the actual outcome of the transaction would have been as presented.
A reasonable assurance engagement to report on whether the Unaudited Pro Forma
Financial Information has been properly compiled on the basis of the applicable criteria
involves performing procedures to assess whether the applicable criteria used by the Directors
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-4 –


--- page 615 ---
in the compilation of the Unaudited Pro Forma Financial Information provide a reasonable
basis for presenting the significant effects directly attributable to the transaction, and to obtain
sufficient appropriate evidence about whether:
 the related pro forma adjustments give appropriate effect to those criteria; and
 the Unaudited Pro Forma Financial Information reflects the proper application of
those adjustments to the unadjusted financial information.
The procedures selected depend on the reporting accountants’ judgment, having regard to
the reporting accountants’ understanding of the nature of the Group, the transaction in respect
of which the Unaudited Pro Forma Financial Information has been compiled, and other relevant
engagement circumstances.
The engagement also involves evaluating the overall presentation of the Unaudited Pro
Forma Financial Information.
We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Opinion
In our opinion:
(a) the Unaudited Pro Forma Financial Information has been properly compiled on the
basis stated;
(b) such basis is consistent with the accounting policies of the Group; and
(c) the adjustments are appropriate for the purpose of the Unaudited Pro Forma
Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing
Rules.
Ernst & Y oung
Certified Public Accountants
Hong Kong
31 December 2025
APPENDIX II UNAUDITED PRO FORMA FINANCIAL INFORMATION
– II-5 –


--- page 616 ---
PRC TAXATION
Taxation on Securities Holders
The taxation on income and capital gains of holders of H Shares is subject to the laws and
practices of the PRC and of jurisdictions in which holders of H Shares are resident or otherwise
subject to tax. The following summary of certain relevant taxation provisions is based on
current laws and practices and does not constitute predictions on changes or adjustments to
relevant laws or policies or any advice or suggestions thereunder. The discussion does not deal
with all possible tax consequences relating to an investment in the H Shares, nor does it take
into account the specific circumstances of any particular investors, some of which may be
subject to special rules. Accordingly, investors should consult their own tax advisers regarding
the tax consequences of an investment in H Shares. The discussion is based upon current laws
and relevant interpretations in effect as of the execution date of this document, all of which are
subject to changes or adjustments and may be different from our historical practices.
No issues on PRC or Hong Kong taxation other than income tax, capital gains, stamp duty
and estate duty were referred in the discussion. Prospective investors should consult their
financial advisers regarding the PRC, Hong Kong and other tax consequences of owning and
disposing of H Shares.
Taxation on Dividends
Individual Investors
Pursuant to the Individual Income Tax Law of the PRC (੻೼
) (the “Individual Income Tax Law”), which was last amended on 31 August 2018 and
came into effect on 1 January 2019 and the Implementation Provisions of the Individual
Income Tax Law of the PRC (ૢԷ), which was last
amended on 18 December 2018 and came into effect on 1 January 2019, interest, dividend and
bonus shall be subject to individual income tax with an applicable proportional tax rate of 20%.
Unless otherwise provided by the competent financial and taxation authorities under the State
Council, all the interest, dividend and bonus derived from enterprises, institutions, other
organizations in PRC and resident individuals’ income from the aforesaid are deemed as
derived from the PRC regardless of whether the payment place is in the PRC. Pursuant to the
Circular on Certain Issues Concerning the Policies of Individual Income Tax (੻
) promulgated by the Ministry of Finance and the State
Administration of Taxation on 13 May 1994 and effective from the same date, overseas
individuals are exempted from the individual income tax for dividends or bonuses received
from foreign-invested enterprises.
In accordance with the Arrangement between the Mainland and the Hong Kong Special
Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion (τર) signed
on 21 August 2006, the PRC Government may levy taxes on the dividends paid by a Chinese
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-1 –


--- page 617 ---
company to Hong Kong residents (including natural persons and legal entities) in an amount
not exceeding 10% of total dividends payable by the Chinese company. If a Hong Kong
resident directly holds 25% or more of the equity interest in a Chinese company, then such tax
shall not exceed 5% of the total dividends payable by the Chinese company. The Fifth Protocol
of the Arrangement between the Mainland of China and the Hong Kong Special Administrative
Region on the Avoidance of Double Taxation and the Prevention of Fiscal Evasion issued by
the State Administration of Taxation (׵<ה
τર>), which came into effect on 6 December
2019, clarifies that such provisions shall not apply to arrangement or transaction made for the
primary purpose of gaining such tax benefit.
Corporate Investors
In accordance with the Corporate Income Tax Law of the PRC ( ʕശɛ͏΍ձ਷Άุ
) (the “Corporate Income Tax Law”), which was amended on 29 December 2018
and came into effect on the same day, and the Implementation Provisions of the Corporate
Income Tax Law of the PRC (ૢԷ), which was
amended on 23 April 2019 and came into effect on the same day, a non-resident enterprise is
generally subject to a 10% corporate income tax on PRC-sourced income (including dividends
received from a PRC resident enterprise that issues shares in Hong Kong), if such non-resident
enterprise does not have an establishment or place in the PRC or has an establishment or place
in the PRC but the PRC-sourced income is not actually connected with such establishment or
place in the PRC. Such withholding tax for non-resident enterprises are deducted at source,
where the payers of the income are required to withhold the income tax from the amount to be
paid or payable to the non-resident enterprise when such payment is made or due.
The Circular of the State Administration of Taxation on Issues Relating to the
Withholding of Corporate Income Tax by PRC Resident Enterprises on Dividends Paid
to Overseas Non-PRC Resident Enterprise Shareholders of H Shares (ʕ
͏ΆุΣྤ̮H) (Guo
Shui Han [2008] No. 897), which was issued by the State Administration of Taxation on 6
November 2008 and came into effect on the same day, further clarifies that a PRC-resident
enterprise must withhold corporate income tax at a rate of 10% on dividends paid to
non-PRC-resident enterprise shareholders of H Shares for 2008 and subsequent years. In
addition, the Response of the State Administration of Taxation to Questions on Levying
Corporate Income Tax on Dividends Derived by Non-resident Enterprise from Holding Stock
such as B-shares (͏Άุ՟੻Bٙ
ҭᔧ) (Guo Shui Han [2009] No. 394), which was issued by the State Administration of
Taxation on 24 July 2009 and came into effect on the same day, further provides that any
PRC-resident enterprises that are listed on domestic and overseas stock exchanges must
withhold corporate income tax at a rate of 10% on dividends of 2008 and onwards that it
distributes to non-resident enterprises through the issuance of shares (A shares, B shares and
overseas shares). Such tax rates may be further modified pursuant to the tax treaty or agreement
that China has concluded with a relevant jurisdiction, where applicable.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-2 –


--- page 618 ---
Pursuant to the Arrangement between the Mainland and the Hong Kong Special
Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal
Evasion (τર) signed
on 21 August 2006, the PRC Government may levy taxes on the dividends paid by a Chinese
company to Hong Kong residents (including natural persons and legal entities) in an amount
not exceeding 10% of total dividends payable by the Chinese company. If a Hong Kong
resident directly holds 25% or more of the equity interest in a Chinese company, then such tax
shall not exceed 5% of the total dividends payable by the Chinese company.
Tax Treaties
Non-PRC resident investors residing in countries that have entered into treaties for the
avoidance of double taxation with China or residing in Hong Kong or Macau SARs are entitled
to preferential tax rates on dividends received by such investors from Chinese companies.
China has entered into arrangements for the avoidance of double taxation with Hong Kong and
Macau SARs, respectively, and has entered into treaties for the avoidance of double taxation
with certain other countries, including but not limited to Australia, Canada, France, Germany,
Japan, Malaysia, the Netherlands, Singapore, the United Kingdom and the United States. A
non-PRC resident enterprise entitled to a preferential tax rate under a relevant income tax
treaty or arrangement may apply to the PRC taxation authorities for a refund of the difference
between the amount of tax withheld and the amount of tax calculated at the rate under the
treaty.
Pursuant to the Administrative Measures on Entitlement of Non-resident Taxpayers to
Preferential Treatment under Tax Treaties (), which
was promulgated by the State Administration of Taxation on 14 October 2019 and came into
effect on 1 January 2020, non-resident taxpayers are entitled to preferential treatment under tax
treaties through “self-determination, self-declaration and keeping and documenting relevant
information for inspection”. Where a non-resident taxpayer self-assesses and concludes that it
satisfies the criteria for claiming benefits under the treaty, it may enjoy benefits under the
treaty at the time of tax declaration or at the time of withholding through a withholding agent,
simultaneously gather and retain the relevant materials pursuant to the regulations for future
inspection, and subject to subsequent administration by tax authorities.
Taxation on Share Transfer
Value-added Tax and Local Additional Tax
According to the Circular on Comprehensively Promoting the Pilot Program of the
Collection of V alue-added Tax in Lieu of Business Tax (೼༊
) (the “Circular 36”), which was promulgated by the Ministry of Finance and the
State Administration of Taxation on 23 March 2016, amended on 11 July 2017, 25 December
2017 and 20 March 2019, respectively, and implemented on 1 April 2019, the entities and
individuals that sell services, intangible assets or immovable properties within the territory of
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-3 –


--- page 619 ---
the PRC are value-added tax payers, and shall pay value-added tax instead of business tax
according to laws. The Circular 36 also provides that transfer of financial products, including
transfer of the ownership of marketable securities, shall be subject to value-added tax at 6%
on the taxable income.
At the same time, the taxpayers of value-added tax are also required to pay urban
maintenance and construction tax, education surtax and local education surcharge.
Income Tax
Individual Investors
According to the Individual Income Tax Law () and its implementation
regulations, individuals shall pay the individual income tax at the rate of 20% on their income
from the sale of equity in PRC-resident enterprises. In accordance with the Circular of the
Ministry of Finance and the State Administration of Taxation on Declaring that Individual
Income Tax Continues to Be Exempted over Income of Individuals from Transfer of
Shares ()
(the “No. 61 Circular”), which was promulgated by the Ministry of Finance and the State
Administration of Taxation on 30 March 1998, from 1 January 1997, income of individuals
from the transfer of shares of listed companies remain exempted from individual income tax.
According to the Announcement of the Ministry of Finance and the State Administration of
Taxation about the Catalogue of Preferential Individual Income Tax Policies with Continued
Effect (ʮѓ), which
was promulgated by the Ministry of Finance and the State Administration of Taxation on 29
December 2018, the No. 61 Circular will remain effective.
Pursuant to the Circular on Relevant Issues Concerning the Collection of Individual
Income Tax over the Income Received by Individuals from Transfer of Listed Shares Subject
to Sales Limitation (),
which was issued by the Ministry of Finance, the State Administration of Taxation and the
CSRC on 31 December 2009 and implemented on the same day, individuals’ income from
transferring at the Shanghai Stock Exchange or the Shenzhen Stock Exchange the shares of a
listed company acquired from the public offerings of the company or from the transfer market
shall continuously be exempted from the individual income tax, except for the relevant shares
which are subject to sales restriction as defined in the Supplementary Circular on Relevant
Issues Concerning the Collection of Individual Income Tax over the Income Received by
Individuals from Transfer of Listed Shares Subject to Sales Limitation (ɛᔷᜫɪ̹
) jointly issued by the three
aforementioned authorities on 10 November 2010.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-4 –


--- page 620 ---
As of the Latest Practicable Date, the aforesaid provision has not expressly provided that
individual income tax shall be collected from non-resident individuals on the sale of shares of
PRC-resident enterprises listed on overseas stock exchanges (such as the Stock Exchange).
Corporate Investors
According to the Enterprise Income Tax Law () and its implementation
regulations, where a non-PRC resident enterprise has not set up any institutions or
establishments in the PRC, or it has done so but its income generated in the PRC is irrelevant
to the said institutions or establishments, it shall pay tax on the portion of its income generated
in the PRC and the enterprise income rate is generally 10%. Such tax may be reduced or
eliminated under applicable tax treaties or arrangements.
Tax Policies on Shanghai-Hong Kong Stock Connect
On 31 October 2014, the Ministry of Finance, the State Administration of Taxation and
the CSRC jointly promulgated the Circular on the Relevant Taxation Policy for the Pilot
Programme of an Interconnection Mechanism for Transactions in the Shanghai and Hong Kong
Stock Markets () (the
“Shanghai-Hong Kong Stock Connect Taxation Policy”). Pursuant to the Shanghai-Hong Kong
Stock Connect Taxation Policy, the income from the transfer price difference obtained by
corporate investors of the Mainland of China investing in stocks listed on the Stock Exchange
through Shanghai-Hong Kong Stock Connect is included in their total income and enterprise
income tax is levied on such income in accordance with the law. The income from dividends
and bonus obtained by corporate investors of the Mainland of China investing in stocks listed
on the Stock Exchange through Shanghai-Hong Kong Stock Connect is included in their total
income. The enterprise income tax is levied on such income in accordance with the law. Among
them, the enterprise income tax will be exempt according to laws for income from dividends
and bonus obtained by resident enterprises of the Mainland of China that hold H-shares for at
least 12 consecutive months. The H-share companies do not need to withhold tax on the income
from dividends and bonus obtained by corporate investors of the Mainland of China. The tax
payable shall be declared and paid by the enterprises themselves.
For dividends and bonus obtained by individual investors of the Mainland of China
investing in H-shares listed on the Stock Exchange through Shanghai-Hong Kong Stock
Connect, the H-share companies shall apply to China Securities Depository and Clearing
Corporation Limited (the “CSDC”) for provision by the CSDC to the H-share companies the
register of individual investors of the Mainland of China. The H-share companies shall
withhold individual income tax at a rate of 20%.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-5 –


--- page 621 ---
Tax Policies on Shenzhen-Hong Kong Stock Connect
On 5 November 2016, the Ministry of Finance, the State Administration of Taxation and
the CSRC jointly issued the Circular on the Relevant Taxation Policy for the Pilot Programme
of an Interconnection Mechanism for Transactions in the Shenzhen and Hong Kong Stock
Markets () (the “Shenzhen-
Hong Kong Stock Connect Taxation Policy”). Pursuant to the Shenzhen-Hong Kong Stock
Connect Taxation Policy, the income from the transfer price difference obtained by corporate
investors of the Mainland of China investing in stocks listed on the Stock Exchange through
Shenzhen-Hong Kong Stock Connect is included in their total income. The enterprise income
tax is levied on such income in accordance with the law. The income from dividends and bonus
obtained by corporate investors of the Mainland of China investing in stocks listed on the Stock
Exchange through Shenzhen-Hong Kong Stock Connect is included in their total income. The
enterprise income tax is levied on such income in accordance with the law. The enterprise
income tax is exempt according to law for income from dividends and bonus obtained by
resident enterprises of the Mainland of China that hold H-shares for at least 12 consecutive
months. The H-share companies do not need to withhold tax on the income from dividends and
bonus obtained by corporate investors of the Mainland of China. The tax payable shall be
declared and paid by the enterprises themselves.
For dividends and bonus obtained by individual investors of the Mainland of China
investing in H-shares listed on the Stock Exchange through Shenzhen-Hong Kong Stock
Connect, the H-share companies shall apply to the CSDC for provision by the CSDC to the
H-share companies the register of individual investors of the Mainland of China, and the
H-share companies shall withhold individual income tax at a rate of 20%.
PRC Stamp Duty
In accordance with the Stamp Duty Law of the PRC (),
which was promulgated on 10 June 2021 and implemented on 1 July 2022, the entities and
individuals that conclude taxable certificates, or conduct securities transactions within the
territory of the PRC shall be taxpayers of stamp tax, and shall pay stamp tax in accordance with
the provisions of this law; where entities or individuals, outside the territory of the PRC,
conclude taxable certificates that are used within the territory of the PRC, they shall pay stamp
tax in accordance with the provisions of this law.
Estate Duty
As of the date of this document, no estate duty has been levied in the PRC.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-6 –


--- page 622 ---
Principal Taxation the Company in the PRC
Enterprise Income Tax
According to the Enterprise Income Tax Law (), the enterprise income
tax rate in the PRC is 25% and is in line with the rate applicable to foreign-invested enterprises
and foreign enterprises.
According to the Announcement of the Ministry of Finance and the State Administration
of Taxation on the Relevant Tax and Fee Policies for Further Supporting the Development of
Small and Micro Enterprises and Individual Industrial and Commercial Households (݁
ʮѓ), which
was promulgated on 2 August 2023 and implemented on 1 January 2023, the annual taxable
income of a small and micro enterprise shall be included in its taxable income at the reduced
rate of 25%, with the applicable enterprise income tax rate of 20%, which will be extended
until 31 December 2027.
In accordance with the Administrative Measures on Accreditation of High-tech
Enterprises (), which was promulgated by the Ministry of
Science and Technology of the People’s Republic of China, the Ministry of Finance and the
State Administration of Taxation on 14 April 2008, amended on 29 January 2016 and came into
effect on 1 January 2016, enterprises that are recognized as high-tech enterprises may apply for
the preferential enterprise income tax rate of 15% according to the Enterprise Income Tax Law.
Value-added Tax
Pursuant to the Interim Regulations on V alue-added Tax of the PRC ( ʕശɛ͏΍ձ਷
೼ᅲБૢԷ), which was amended on 19 November 2017 and came into effect on the
same day, organizations and individuals engaged in sales of goods, provision of processing,
repairs and replacement services, or import of goods within the territory of the PRC are subject
to value-added tax (“V A T”). For taxpayers selling or importing goods, except as otherwise
provided in the above regulations, the general tax rate is 17%.
In accordance with the Circular 36 and upon approval of the State Council, the pilot
program of replacing business tax with value-added tax will be promoted nationwide from 1
May 2016. All business tax taxpayers in the construction industry, the real estate industry, the
financial industry and the living service industry are included in the scope of the pilot program.
The payment of business tax will be replaced by the payment of V A T. Pursuant to the Measures
for the Implementation of the Pilot Program of Replacing Business Tax with V alue-Added Tax
(), which was promulgated by the Ministry of Finance
and the State Administration of Taxation on 23 March 2016, amended on 11 July 2017 and 20
March 2019, respectively, and implemented on 1 April 2019, the tax rates applied to taxpayers
for selling services, intangible assets or real estates shall be 17%, 11%, 6% and zero,
respectively.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-7 –


--- page 623 ---
According to the Notice on Adjusting V alue-added Tax Rates (ٙ
), which was promulgated by the by the Ministry of Finance and the State
Administration of Taxation on 4 April 2018 and came into effect on 1 May 2018, for taxpayers
engaging in taxable sales or import of goods, the previously applicable V A T rates of 17% and
11% are adjusted to 16% and 10%, respectively.
Pursuant to the Announcement on Relevant Policies for Deepening the V A T Reform ( ᗫ
ʮѓ), which was promulgated by the by the Ministry of
Finance, the State Administration of Taxation and the General Administration of Customs of
the People’s Republic of China on 20 March 2019 and came into effect on 1 April 2019, for
taxpayers engaging in taxable sales or import of goods, the previously applicable V A T rates of
16% and 10% are adjusted to 13% and 9%, respectively.
According to the Announcement on Policies on Reduction or Exemption of V alue-added
Tax for Small-scale V A T Taxpayers (ʮѓ),
which was promulgated by the Ministry of Finance and the State Administration of Taxation
and implemented on 1 August 2023, small-scale V A T taxpayers with monthly sales of less than
RMB100,000 (inclusive) will be exempted from V A T until 31 December 2027.
HONG KONG TAXATION
Tax on Dividends
Under the current practice of the Inland Revenue Department of Hong Kong, no tax is
payable in Hong Kong in respect of dividends paid by us.
Capital Gains and Profit Tax
No tax is imposed in Hong Kong in respect of capital gains from the sale of H shares.
However, trading gains from the sale of H shares by persons carrying on a trade, profession or
business in Hong Kong, where such gains are derived from or arise in Hong Kong from such
trade, profession or business will be subject to Hong Kong profits tax, which is currently
imposed at the maximum rate of 16.5% on corporations and at the maximum rate of 15% on
unincorporated businesses. Certain categories of taxpayers (for example, financial institutions,
insurance companies and securities dealers) are likely to be regarded as deriving trading gains
rather than capital gains unless these taxpayers can prove that the investment securities are held
for long-term investment purposes. Trading gains from the sale of H shares effected on the
Hong Kong Stock Exchange will be considered to be derived from or arise in Hong Kong.
Liability for Hong Kong profits tax would thus arise in respect of trading gains from the sale
of H shares effected on the Hong Kong Stock Exchange realized by persons carrying on a
business of trading or dealing in securities in Hong Kong.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-8 –


--- page 624 ---
Stamp Duty
Hong Kong stamp duty, currently charged at the ad valorem rate of 0.1% on the higher
of the consideration for or the market value of the H shares, will be payable by the purchaser
on every purchase and by the seller on every sale of any Hong Kong securities (including H
shares), namely, a total of 0.2% is currently payable on a sale and purchase transaction
involving H Shares. In addition, a fixed duty of HK$5.00 is currently payable on any
instrument of transfer of H Shares. Where one of the parties is a resident outside Hong Kong
and does not pay the ad valorem duty due by it, the duty not paid will be assessed on the
instrument of transfer (if any) and will be payable by the transferee. If no stamp duty is paid
on or before the due date, a penalty of up to 10 times of the duty payable may be imposed.
Estate Duty
The Revenue (Abolition of Estate Duty) Ordinance 2005 came into effect on 11 February
2006 in Hong Kong, pursuant to which no Hong Kong estate duty is payable and no estate duty
clearance papers are needed for an application of a grant of representation in respect of holders
of H Shares whose deaths occur on or after 11 February 2006.
FOREIGN EXCHANGE
The principal regulations governing foreign exchange in the PRC is the Regulations of the
PRC on Foreign Exchange Administration ( ʕശɛ͏΍ձ਷̮ි၍ଣૢԷ), which was
promulgated by the State Council on 29 January 1996, came into effect on 1 April 1996 and
was subsequently amended on 14 January 1997 and 5 August 2008 and the Regulations on the
Administration of Settlement, Sale and Payment of Foreign Exchange ( ഐිeਯිʿ˹ි၍
) which was promulgated by the People’s Bank of China on 20 June 1996 and came
into effect on 1 July 1996. Pursuant to these regulations and other PRC rules and regulations
on currency conversion, RMB is generally freely convertible for payments of current account
items, such as trade and service-related foreign exchange transactions and dividend payments,
but not freely convertible for capital account items, such as direct investment, loan or
investment in securities outside China unless prior approval of SAFE or its local counterparts
is obtained.
According to relevant laws and regulations in the PRC, PRC enterprises (including
foreign investment enterprises) which need foreign exchange for current item transactions may,
without the approval of the foreign exchange administrative authorities, effect payment
through foreign exchange accounts opened at financial institutions that carries business of
foreign exchange settlement and sale by presenting valid documentation. Foreign investment
enterprises which need foreign exchange for the distribution of profits to their shareholders and
PRC enterprises which, in accordance with regulations, are required to pay dividends to their
shareholders in foreign exchange may, on the strength of resolutions of the board of directors
or the shareholders’ general meetings on the distribution of profits, effect payment from foreign
exchange accounts or with the purchased foreign exchange at designated foreign exchange
banks.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-9 –


--- page 625 ---
On 26 December 2014, the SAFE issued the Notice of SAFE on Issues Concerning the
Foreign Exchange Administration of Overseas Listing (ྤ̮ɪ̹̮ි၍
), pursuant to which a domestic company shall, within fifteen working
days upon the end of its overseas public offering, handle registration formalities for overseas
listing with the foreign exchange authority at its place of registration with the required
materials. Funds raised by a domestic company through overseas listing may be repatriated or
deposited overseas, and the use of such funds shall be consistent with those contents mentioned
in publicly disclosed documents such as the document.
On 13 February 2015, the SAFE issued the Notice of on Further Simplifying and
Improving Policies for the Foreign Exchange Administration of Direct Investment (̮
), which came into effect on 1
June 2015 and was partially repealed on 30 December 2019. The notice has canceled the
approval of foreign exchange registration under domestic direct investment and the approval
of foreign exchange registration under overseas direct investment, instead, banks shall directly
examine and handle foreign exchange registration under domestic direct investment and
foreign exchange registration under overseas direct investment, and the SAFE and its local
offices shall indirectly regulate the foreign exchange registration of direct investment through
banks.
According to the Circular of the State Administration of Foreign Exchange on Reforming
and Regulating Policies for the Administration over Foreign Exchange Settlement of Capital
Accounts () issued by the
SAFE on 9 June 2016, amended on 4 December 2023 and came into effect on the same day,
the foreign exchange receipts under capital accounts of domestic institutions are subject to
discretionary settlement policies. The foreign exchange receipts under capital accounts
(including foreign exchange capital, foreign debts, and repatriated funds raised through
overseas listing) subject to discretionary settlement as expressly prescribed in the relevant
policies may be settled with banks according to the actual need of the domestic institutions for
business operation. Domestic institutions may, at their discretion, settle up to 100% of foreign
exchange receipts under capital accounts for the time being. The SAFE may adjust the above
proportion in due time according to balance of payments.
In accordance with the Notice of the SAFE on Further Promoting the Reform of Foreign
Exchange Administration and Improving Authenticity and Compliance Review (̮ි၍
) (Hui Fa [2017] No. 3)
issued by the SAFE on 26 January 2017 and came into effect on the same day, the PRC further
expands the scope of settlement for domestic foreign exchange loans, allows settlement for
domestic foreign exchange loans in relation to trading and exporting of goods, allows
repatriation of funds under domestic guaranteed foreign loans for domestic utilization, allows
settlement for domestic foreign exchange accounts of foreign institutions operating in the free
trade pilot zones, and adopts the model of full-coverage RMB and foreign currency overseas
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-10 –


--- page 626 ---
lending management, where a domestic institution engages in overseas lending, the sum of its
outstanding overseas lending in RMB and outstanding overseas lending in foreign currencies
shall not exceed 30% of its owner’s equity in the audited financial statements of the preceding
year.
Pursuant to the Notice of the SAFE on Further Promoting the Facilitation of Cross-border
Trade and Investment () (Hui
Fa [2019] No. 28), which was promulgated by the SAFE on 23 October 2019, amended on
4 December 2023 and implemented on the same day, it cancelled restrictions on domestic
equity investments made with capital funds by non-investing foreign invested enterprises and
the restrictions on the use of funds for foreign exchange settlement of domestic accounts for
the realization of assets as well as the restrictions on the use and foreign exchange settlement
of foreign investors’ security deposits. Eligible enterprises in the pilot area are also allowed to
use capital income such as capital funds, foreign debts and proceeds from overseas listing for
domestic payments without providing materials to the bank in advance for authenticity
verification on a case-by-case basis, while the use of funds should be true, in compliance with
applicable rules and conforming to the current capital income management regulations.
APPENDIX III TAXATION AND FOREIGN EXCHANGE
– III-11 –


--- page 627 ---
The following is the text of a letter , summary of values and valuation certificate prepared
for the purpose of incorporation in this prospectus received from Asia-Pacific Consulting and
Appraisal Limited, an independent property valuer , in connection with its valuation as at 31
October 2025 of the selected property interests held by the Group.
Asia-Pacific Consulting and Appraisal Limited
Flat/Rm A, 12/F
Kiu Fu Commercial Building
300 Lockhart Road
Wan Chai
Hong Kong
31 December 2025
The Board of Directors
Suzhou Ribo Life Science Co., Ltd.
No. 168 Y uanfeng Road
Y ushan Town
Kunshan City
Jiangsu Province
The PRC
Dear Sirs,
Instructions, Purpose and Date of Valuation
In accordance with your instructions to value the selected property interests held by
Suzhou Ribo Life Science Co., Ltd. (the “ Company ”) and its subsidiaries (hereinafter together
referred to as the “ Group ”) in the People’s Republic of China (the “ PRC”). We confirm that
we have carried out inspections, made relevant enquiries and searches and obtained such
further information as we consider necessary for the purpose of providing you with our opinion
on the market values of the selected property interests as at 31 October 2025 (the “ Valuation
Date ”).
The selected property interests form part of the Group’s non-property activities that has
a carrying amount of 15% or more of the Group’s total assets and therefore the valuation report
of this property interests is required to be included in this prospectus.
APPENDIX IV V ALUATION REPORT
– IV-1 –


--- page 628 ---
Basis of Valuation
Our valuation was carried out on a market value basis. Market value is defined as “the
estimated amount for which an asset or liability should exchange on the V aluation Date
between a willing buyer and a willing seller in an arm’s-length transaction after proper
marketing and where the parties had each acted knowledgeably, prudently, and without
compulsion”.
Methods of Valuation
Due to the nature of the buildings and structures of the property in Group I and the
particular location in which they are situated, there are unlikely to be relevant market
comparable sales readily available, the buildings and structures of the property have been
valued by the cost approach with reference to their depreciated replacement costs.
Depreciated replacement cost is defined as “the current cost of replacing an asset with its
modern equivalent asset less deductions for physical deterioration and all relevant forms of
obsolescence and optimization.” It is based on an estimate of the market value for the existing
use of the land, plus the current cost of replacement of the improvements, less deduction for
physical deterioration and all relevant forms of obsolescence and optimization. In arriving at
the value of the land portion, reference has been made to the sales evidence as available in the
locality. The depreciated replacement cost of the property interest is subject to adequate
potential profitability of the concerned business. In our valuation, it applies to the whole of the
complex or development as a unique interest, and no piecemeal transaction of the complex or
development is assumed.
We have valued the portions of the property in Group II by the comparison approach
assuming sale of the land property interests in their existing states with the benefit of
immediate vacant possession and by making reference to comparable land sales transactions as
available in the market. This approach rests on the wide acceptance of the market transactions
as the best indicator and pre-supposes that evidence of relevant transactions in the market place
can be extrapolated to similar land properties, subject to allowances for variable factors.
Valuation Assumptions
Our valuation has been made on the assumption that the seller sells the selected property
interests in the market without the benefit of a deferred term contract, leaseback, joint venture,
management agreement or any similar arrangement, which could serve to affect the values of
the selected property interests.
No allowance has been made in our report for any charge, mortgage or amount owing on
any of the selected property interests valued nor for any expense or taxation which may be
incurred in effecting a sale. Unless otherwise stated, it is assumed that the property is free from
encumbrances, restrictions and outgoings of an onerous nature, which could affect their values.
APPENDIX IV V ALUATION REPORT
– IV-2 –


--- page 629 ---
Valuation Standards
In valuing the selected property interests, we have complied with all requirements
contained in Chapter 5 and Practice Note 12 of the Rules Governing the Listing of Securities
issued by The Stock Exchange of Hong Kong Limited; the RICS V aluation — Global Standards
published by the Royal Institution of Chartered Surveyors; the HKIS V aluation Standards
published by the Hong Kong Institute of Surveyors, and the International V aluation Standards
issued by the International V aluation Standards Council.
Source of Information
We have relied to a very considerable extent on the information given by the Group and
have accepted advice given to us on such matters as tenure, planning approvals, statutory
notices, easements, particulars of occupancy, lettings, and all other relevant matters.
We have had no reason to doubt the truth and accuracy of the information provided to us
by the Group. We have also sought confirmation from the Group that no material factors have
been omitted from the information supplied. We consider that we have been provided with
sufficient information to arrive an informed view, and we have no reason to suspect that any
material information has been withheld.
Document and Title Investigation
We have been shown copies of various title documents including Real Estate Title
Certificate and other official permits relating to the selected property interests and have made
relevant enquiries. Where possible, we have examined the original documents to verify the
existing title to the selected property interests in the PRC and any material encumbrance that
might be attached to the selected property interests or any tenancy amendment. We have relied
considerably on the advice given by the Company’s PRC legal advisor — Zhong Lun Law
Firm, concerning the validity of the selected property interests in the PRC.
Area Measurement and Inspection
We have not carried out detailed measurements to verify the correctness of the areas in
respect of the property but have assumed that the areas shown on the title documents and
official site plans handed to us are correct. All documents and contracts have been used as
reference only and all dimensions, measurements and areas are approximations. No on-site
measurement has been taken.
APPENDIX IV V ALUATION REPORT
– IV-3 –


--- page 630 ---
We have inspected the exterior and, where possible, the interior of the property. However,
we have not carried out investigation to determine the suitability of the ground conditions and
services for any development thereon. Our valuation has been prepared on the assumption that
these aspects are satisfactory and that no unexpected cost and delay will be incurred during
construction. Moreover, no structural survey has been made, but in the course of our
inspection, we did not note any serious defect. We are not, however, able to report whether the
property is free of rot, infestation or any other structural defect. No tests were carried out on
any of the services.
The site inspection was carried out in 9 October 2024 by David Cheng who is member
of Royal Institution of Chartered Surveyor and has over 20 years’ experience in property
valuation in the PRC.
Currency
All monetary figures stated in this report are in Renminbi (RMB).
Our summary of values and valuation certificates are attached below for your attention.
Y ours faithfully,
for and on behalf of
Asia-Pacific Consulting and Appraisal Limited
David G. D. Cheng
MRICS
Executive Director
Note: David G. D. Cheng is a Chartered Surveyor who has 20 years’ experience in the valuation of assets in the
Greater China Region, the Asia-Pacific region, the United States and Canada.
APPENDIX IV V ALUATION REPORT
– IV-4 –


--- page 631 ---
SUMMARY OF V ALUES
G r o u pI—P r operty interest held and occupied by the Group in the PRC
Group II — Property interest held to be developed by the Group in the PRC
Property
Market value in
existing state as at
the Valuation Date
Market value in
existing state as at
the Valuation Date
Interest
attributable to
the Group
The Total Market
value attributable
to the Group as at
the Valuation Date
RMB RMB RMB
Group I: Group II:
A parcel of land,
14 buildings and
various structures
located at No. 3
Xinzhang Road,
Economic and
Technological
Development Zone,
Tianjin City,
The PRC 140,958,000 16,755,000 70.59% 111,330,000
Total: 140,958,000 16,755,000 – 111,330,000
APPENDIX IV V ALUATION REPORT
– IV-5 –


--- page 632 ---
V ALUATION CERTIFICATE
Property Description and tenure
Particulars of
occupancy
Market value in
existing state as at
the Valuation Date
RMB
A parcel of land,
14 buildings and
various structures
located at
No. 3 Xinzhang Road,
Economic and
Technological
Development Zone,
Tianjin City,
The PRC
The property comprises a parcel
of land with a site area of
approximately 88,509.50 sq.m.,
among which the phase I of the
property occupies portions of the
land with a site area of
approximately 56,410.94 sq.m.
and 14 buildings and various
structures erected thereon which
were completed in 2023
(categorized as Group I). The
phase II of the property is bare
land as at the valuation date with
a site area of approximately
32,098.56 sq.m. (categorized as
Group II).
The buildings and structures of
phase I have a total gross floor
area of approximately 16,193.97
sq.m., mainly include office
buildings, warehouses,
workshops, gates, roads,
boundary walls and wastewater
treatment facilities.
The land use rights of the
property have been granted to the
Group for a term expiring on 18
August 2071 for industry use.
The phase I of the
property is occupied
by the Group for
production and
ancillary purposes,
and the phase II of
the property is bare
land as at the
valuation date.
157,713,000
(70.59% interest
attributable to the
Group: 111,330,000)
Notes:
1. Pursuant to a State-owned Land Use Rights Grant Contract — No. TJ10142021016 dated 29 July 2021, the
land use rights of a parcel of land with a site area of approximately 88,509.50 sq.m. were contracted to be
granted to Tianjin Rmidite Biopharmaceutical Co., Ltd (ʮ̡, “Tianjin Rmidite”, the
former name of Azemidite Biopharmaceutical Co., Ltdʮ̡, “Azemidite”, a non
wholly-owned subsidiary of the Company), for a term of 50 years for industrial use commencing from the land
delivery date. The land premium was RMB44,300,000.
APPENDIX IV V ALUATION REPORT
– IV-6 –


--- page 633 ---
2. Pursuant to a Real Estate Title Certificate — Jin (2023) Kai Fa Xu Bu Dong Chan Quan Di No. 0090186, the
land use rights of a parcel of land with a site area of approximately 88,509.50 sq.m. have been granted to
Azemidite for a term expiring on 18 August 2071 for industry use, and 14 buildings with a total gross floor
area of approximately 16,193.97 sq.m. are owned by Azemidite. The details are set out as follows:
No. Usage Gross Floor Area
(sq.m.)
1 /H1118/H1118Production workshop 3,582.28
2 /H1118/H1118Power workshop 2,170.90
3 /H1118/H1118Fire pump room and water pool 208.47
4 /H1118/H1118Comprehensive warehouse 1,497.18
5 /H1118/H1118Warehouse #1 116.81
6 /H1118/H1118Warehouse #2 249.23
7 /H1118/H1118Warehouse #3 495.33
8 /H1118/H1118Warehouse #5 329.87
9 /H1118/H1118Environmental protection auxiliary building 527.30
10/H1118/H1118Comprehensive building 4,356.72
11/H1118/H1118Quality control building 2,502.26
12/H1118/H1118Guardhouse #1 90.23
13/H1118/H1118Guardhouse #2 33.50
14/H1118/H1118Thermal Measurement Building 33.89
Total 16,193.97
3. Pursuant to a Mortgage Contract — 0030200012-2023 Nian Kai Fa (Di) Zi No. 0051, the land use rights and
buildings of the property was mortgaged. The mortgagee is Industrial and Commercial Bank of China Limited
Tianjin Economic and Technological Development Zone Branch, the amount of the secured debt is
RMB90,150,000, and the debt performance period is from April 24, 2022, to April 24, 2030.
4. We have been provided with a legal opinion regarding the property interest by the Company’s PRC legal
advisors, which contains, inter alia, the following:
a. Azemidite has obtained the Real Estate Title Certificate for the property mentioned in note 2, with clear
ownership rights. Apart from the disclosed mortgage mentioned in note 3, there are no other restrictions
on the property rights, no ownership disputes or potential disputes, and no situations where the property
is subject to compulsory measures such as seizure, detention, or auction by judicial authorities.
5. For the purpose of this report, the property is classified into the following groups according to the purpose for
which it is held, we are of the opinion that the market value of each group as at the V aluation Date in its
existing state is set out as below:
Group
Market value in
existing state as at
the Valuation Date
(RMB)
Grou p I – Property interest held and occupied by the Group in the PRC /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118140,958,000
Group II – Property interest held to be developed by the Group in the PRC /H1118/H1118/H1118/H1118/H1118/H111816,755,000
Grand-total: /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118157,713,000
APPENDIX IV V ALUATION REPORT
– IV-7 –


--- page 634 ---
THE PRC LEGAL SYSTEM
The PRC legal system is based on the Constitution of the People’s Republic of China
(, the “ Constitution ”), which was adopted on September 20, 1954
and latest amended on March 11, 2018. The PRC legal system is made up of written laws,
administrative regulations, local regulations, autonomous regulations, separate regulations,
rules and regulations of State Council departments, rules and regulations of local governments,
laws of special administrative regions and international treaties of which the PRC government
is a signatory and other regulatory documents. Court judgments do not constitute legally
binding precedents, although they are used for the purposes of judicial reference and guidance.
The National People’s Congress (the “ NPC”) and its Standing Committee are empowered
to exercise the legislative power of the State in accordance with the Constitution and the
Legislation Law of the People’s Republic of China (, the
“Legislation Law ”), which was adopted on March 15, 2000 and latest amended on March 13,
2023. The NPC has the power to formulate and amend basic laws governing state authorities,
civil, criminal and other matters. The Standing Committee of the NPC formulates and amends
laws other than those required to be enacted by the NPC and to supplement and amend parts
of the laws enacted by the NPC during the adjournment of the NPC, provided that such
supplements and amendments are not in conflict with the basic principles of such laws.
The State Council is the highest organ of state administration and has the power to
formulate administrative regulations based on the Constitution and laws. The people’s
congresses of the provinces, autonomous regions and municipalities and their respective
standing committees may formulate local regulations based on the specific circumstances and
actual needs of their respective administrative areas, provided that such local regulations do
not contravene any provision of the Constitution, laws or administrative regulations. The
people’s congresses of cities divided into districts and their respective standing committees
may formulate local regulations on aspects such as urban and rural construction and
management, environmental protection and historical cultural protection based on the specific
circumstances and actual needs of such cities, provided that such local regulations do not
contravene any provision of the Constitution, laws, administrative regulations and local
regulations of their respective provinces or autonomous regions. If the law provides otherwise
on the matters concerning formulation of local regulations by cities divided into districts, those
provisions shall prevail. Such local regulations will become enforceable after being reported
to and approved by the standing committees of the people’s congresses of the relevant
provinces or autonomous regions but such local regulations shall conform with the
Constitution, laws, administrative regulations, and the relevant local regulations of the relevant
provinces or autonomous regions. The standing committees of the people’s congresses of the
provinces or autonomous regions examine the legality of local regulations submitted for
approval, and such approval should be granted within four months if they are not in conflict
with the Constitution, laws, administrative regulations and local regulations of such provinces
or autonomous regions. Where, during the examination for approval of local regulations of
cities divided into districts by the standing committees of the people’s congresses of the
provinces or autonomous regions, conflicts are identified with the rules and regulations of the
APPENDIX V SUMMARY OF PRINCIPAL LA WS AND REGULATIONS
– V-1 –


--- page 635 ---
people’s governments of the provinces or autonomous regions concerned, a handling decision
should be made by the standing committees of the people’s congresses of provinces or
autonomous regions to resolve the issue. People’s congresses of national autonomous areas
have the power to enact autonomous regulations and separate regulations in light of the
political, economic and cultural characteristics of the ethnic groups in the areas concerned. The
autonomous regulations and separate regulations of an autonomous region shall come into
force after being reported to and approved by the Standing Committee of the NPC. The
autonomous regulations and separate regulations of an autonomous prefecture or an
autonomous county shall come into force after being reported to and approved by the standing
committee of the people’s congress of the province, autonomous region, or municipality
directly under the Central Government.
The ministries and commissions of the State Council, the People’s Bank of China,
National Audit Office and the subordinate institutions with administrative functions directly
under the State Council may formulate departmental rules within the jurisdiction of their
respective departments based on the laws and administrative regulations, and the decisions and
orders of the State Council. The people’s governments of the provinces, autonomous regions,
municipalities and cities or autonomous prefectures divided into districts may formulate rules
and regulations based on the laws, administrative regulations and local regulations of such
provinces, autonomous regions and municipalities.
According to the Constitution and the Legislation Law, the power to interpret laws is
vested in the Standing Committee of the NPC. Pursuant to the Resolution of the Standing
Committee of the NPC Providing an Improved Interpretation of the Law (ɽ
Ӕᙄ) implemented on June 10, 1981, the Supreme
People’s Court has the power to give interpretation on issues related to the application of laws
and decrees in a court trial, and issues related to the application of laws and decrees in a
prosecution process of a procuratorate should be interpreted by the Supreme People’s
Procuratorate. If there is any disagreement in principle between the interpretations of the
Supreme People’s Court and those of the Supreme People’s Procuratorate, such issues shall be
reported to the Standing Committee of the NPC for interpretation or judgment. The other issues
related to laws and decrees other than the abovementioned should be interpreted by the State
Council and the competent authorities. The State Council and its ministries and commissions
are also vested with the power to give interpretations of the administrative regulations and
departmental rules which they have promulgated. At the regional level, the power to interpret
regional laws is vested in the regional legislative and administrative authorities which
promulgate such laws.
APPENDIX V SUMMARY OF PRINCIPAL LA WS AND REGULATIONS
– V-2 –


--- page 636 ---
THE PRC JUDICIAL SYSTEM
Under the Constitution and the Law of Organization of the People’s Courts of the People’s
Republic of China (), which was adopted on September
21, 1954 and subsequently amended on July 5, 1979, September 2, 1983, December 2, 1986,
October 31, 2006 and October 26, 2018, the PRC judicial system is made up of the Supreme
People’s Court, the local people’s courts, the military courts and other special people’s courts.
The local people’s courts are comprised of the basic people’s courts, the intermediate
people’s courts and the higher people’s courts. The basic people’s courts may set up civil,
criminal and economic divisions, and certain people’s tribunals based on the facts of the region,
population and cases. The intermediate people’s courts have divisions similar to those of the
basic people’s courts and may set up other special divisions if needed. These two levels of
people’s courts are subject to supervision by people’s courts at higher levels. The Supreme
People’s Court is the highest judicial authority in the PRC. It supervises the administration of
justice by the people’s courts at all levels and special people’s courts. The Supreme People’s
Procuratorate is authorized to supervise the judgment and ruling of the people’s courts at all
levels which have been legally effective, and the people’s procuratorate at a higher level is
authorized to supervise the judgment and ruling of a people’s court at lower levels which have
been legally effective.
Under the Civil Procedure Law of the People’s Republic of China ( ʕശɛ͏΍ձ਷͏
), which was adopted on March 8, 1982 and subsequently amended on October 28,
2007, August 31, 2012, June 27, 2017, December 24, 2021, and September 1, 2023, which
became effective from January 1, 2024, a people’s court takes the rule or judgement of the
second instance as the final rule or judgement. A party may appeal against the judgment or
ruling of the first instance of a local people’s court. The people’s procuratorate may present a
protest to the people’s court at the next higher level in accordance with the procedures
stipulated by the laws. In the absence of any appeal by the parties and any protest by the
people’s procuratorate within the stipulated period, the judgments or rulings of the people’s
court are final. Judgments or rulings of the second instance of the intermediate people’s courts,
the higher people’s courts and the Supreme People’s Court, and judgments or rulings of the first
instance of the Supreme People’s Court are final. However, if the Supreme People’s Court finds
some definite errors in a legally effective judgment, ruling or conciliation statement of the
people’s court at any level, or if the people’s court at a higher level finds such errors in a legally
effective judgment, ruling or conciliation statement of the people’s court at a lower level, it has
the authority to review the case itself or to direct the lower-level people’s court to conduct a
retrial. If the chief judge of all levels of people’s courts finds some definite errors in a legally
effective judgment, ruling or conciliation statement, and considers a retrial is preferred, such
case shall be submitted to the judicial committee of the people’s court at the same level for
discussion and decision.
APPENDIX V SUMMARY OF PRINCIPAL LA WS AND REGULATIONS
– V-3 –


--- page 637 ---
The Civil Procedure Law of the People’s Republic of China prescribes the conditions for
instituting a civil action, the jurisdiction of the people’s courts, the procedures for conducting
a civil action, and the procedures for enforcement of a civil judgment or ruling. All parties to
a civil action conducted within the PRC must abide by the PRC Civil Procedure Law.
Generally, a civil case is initially heard by the court located in the defendant’s place of
domicile. The court of jurisdiction in respect of a civil action may also be chosen by explicit
agreement among the parties to a contract, provided that the people’s court having jurisdiction
should be located at places directly connected with the disputes, such as the plaintiff’s or the
defendant’s place of domicile, the place where the contract is signed or the place where the
object of the action is located. At the same time, the choice must not conflict with the
provisions regarding the level of jurisdiction and exclusive jurisdiction.
A foreign individual, a person without nationality, a foreign enterprise or a foreign
organization is given the same litigation rights and obligations as a citizen, a legal person or
other organizations of the PRC when initiating actions or defending against litigations at a PRC
court. Should a foreign court limit the civil litigation rights of PRC citizens or enterprises, the
PRC court may apply the same limitations to the citizens and enterprises of such foreign
country. A foreign individual, a person without nationality, a foreign enterprise or a foreign
organization must engage a PRC lawyer in case he or it needs to engage a lawyer for the
purpose of initiating actions or defending against litigations at a PRC court. In accordance with
the international treaties to which the People’s Republic of China is a signatory or participant
or according to the principle of reciprocity, a people’s court and a foreign court may request
each other to serve documents, conduct investigation and collect evidence and conduct other
actions on its behalf. All parties to a civil action shall perform the legally effective judgments
and rulings. If any party to a civil action refuses to abide by a judgment or ruling made by a
people’s court or an award made by an arbitration tribunal in the PRC, the other party may
apply to the people’s court for the enforcement of the same within two years, subject to
application for postponed enforcement or revocation. If a party fails to satisfy within the
stipulated period a judgment which the court has granted an enforcement approval, the court
may, upon the application of the other party, mandatorily enforce the judgment on the party.
Where a party applies for enforcement of a legally effective judgment or ruling made by
a people’s court, and the opposite party or his property is not within the territory of the PRC,
the applicant may directly apply to a foreign court with jurisdiction for recognition and
enforcement of the judgment or ruling. A foreign judgment or ruling may also be recognized
and enforced by the people’s court in accordance with the PRC enforcement procedures if the
PRC has entered into, or acceded to, international treaties with the relevant foreign country,
which provided for such recognition and enforcement, or if the judgment or ruling satisfies the
court’s examination according to the principle of reciprocity, unless the people’s court
considers that the recognition or enforcement of such judgment or ruling would violate the
basic legal principles of the PRC, its sovereignty or national security, or against the social and
public interests.
APPENDIX V SUMMARY OF PRINCIPAL LA WS AND REGULATIONS
– V-4 –


--- page 638 ---
THE PRC SECURITIES LA WS AND REGULATIONS
The PRC has promulgated a number of regulations that relate to the issue and trading of
shares and disclosure of information. In October 1992, the State Council established the
Securities Committee and the CSRC. The Securities Committee is responsible for coordinating
the drafting of securities regulations, formulating securities-related policies, planning the
development of securities markets, directing, coordinating and supervising all securities related
institutions in the PRC and administering the CSRC. The CSRC is the regulatory arm of the
Securities Committee and is responsible for the drafting of regulatory provisions of securities
markets, supervising securities companies, regulating public offerings of securities by PRC
companies in the PRC or overseas, regulating the trading of securities, compiling securities-
related statistics and undertaking relevant research and analysis. In April 1998, the State
Council consolidated the two departments and reformed the CSRC.
The Interim Regulations on the Administration of Share Issuance and Trading (ୃ೯
၍ଣᅲБૢԷ) stipulates the public offerings of equity securities, trading in equity
securities, the acquisition of listed companies, deposit, clearing and transfer of listed equity
securities, the disclosure of information with respect to a listed company, investigation,
penalties and dispute settlement.
On December 25, 1995, the State Council promulgated the Regulations of the State
Council Concerning Domestic Listed Foreign Shares of Joint Stock Limited Companies ( ਷
). These regulations principally govern the
issue, subscription, trading and declaration of dividends and other distributions of domestic
listed foreign shares and disclosure of information of joint stock limited companies having
domestic listed foreign shares.
The Securities Law of the People’s Republic of China (, the
“PRC Securities Law ”) took effect on July 1, 1999 and was revised as of August 28, 2004,
October 27, 2005, June 29, 2013, August 31, 2014 and December 28, 2019, respectively. The
PRC Securities Law, which was revised on December 28, 2019 and came into effect on March
1, 2020, is divided into 14 chapters and 226 articles, regulating, among other things, the issue
and trading of securities, the listing of securities, and takeovers of listed companies.
Article 224 of the PRC Securities Law provides that domestic enterprises which, directly
or indirectly, issue securities or list and trade their securities outside the PRC shall comply with
the relevant regulations of the State Council. Currently, the issue and trading of foreign issued
securities (including shares) are principally governed by the regulations and rules promulgated
by the State Council and the CSRC.
APPENDIX V SUMMARY OF PRINCIPAL LA WS AND REGULATIONS
– V-5 –


--- page 639 ---
ARBITRATION AND ENFORCEMENT OF ARBITRAL A W ARD
The Arbitration Law of the People’s Republic of China (, the
“PRC Arbitration Law ”) was enacted by the Standing Committee of the NPC on August 31,
1994, which became effective on September 1, 1995 and was amended on August 27, 2009 and
September 1, 2017, respectively. It is applicable to, among other matters, economic disputes
involving foreign parties where all parties have entered into a written agreement to resolve
disputes by arbitration before an arbitration committee constituted in accordance with the PRC
Arbitration Law. The PRC Arbitration Law provides that an arbitration committee may, before
the promulgation of arbitration regulations by the PRC Arbitration Association, formulate
interim arbitration rules in accordance with the PRC Arbitration Law and the PRC Civil
Procedure Law. Where the parties have agreed to settle disputes by means of arbitration, a
people’s court will refuse to handle a legal proceeding initiated by one of the parties at such
people’s court, unless the arbitration agreement is invalid.
Under the PRC Arbitration Law and PRC Civil Procedure Law, an arbitral award shall be
final and binding on the parties involved in the arbitration. If any party fails to comply with
the arbitral award, the other party to the award may apply to a people’s court for its
enforcement. The people’s court can issue a ruling prohibiting the enforcement of an arbitral
award made by an arbitration commission after verification by collegial bench formed by the
people’s court if there is any procedural irregularity (including but not limited to irregularity
in the composition of the arbitration tribunal or arbitration proceedings, the jurisdiction of the
arbitration commission, or the making of an award on matters beyond the scope of the
arbitration agreement).
Any party seeking to enforce an award of a foreign affairs arbitral body of the PRC
against a party who or whose property is not located within the PRC shall directly apply to a
foreign court with jurisdiction over the case for recognition and enforcement of the award.
Likewise, an arbitral award made by a foreign arbitral body may be recognized and enforced
by a PRC court in accordance with the principle of reciprocity or any international treaties
concluded or acceded to by the PRC.
The PRC acceded to the Convention on the Recognition and Enforcement of Foreign
Arbitral Awards (, the “ New Y ork Convention ”) adopted on
June 10, 1958 pursuant to a resolution passed by the Standing Committee of the NPC on
December 2, 1986. The New Y ork Convention provides that all arbitral awards made in a state
which is a party to the New Y ork Convention shall be recognized and enforced by other parties
thereto subject to their rights to refuse enforcement under certain circumstances, including
where the enforcement of the arbitral award is against the public policy of that state. At the
time of the PRC’s accession to the convention, the Standing Committee of the NPC declared
that (i) the PRC will only apply the convention to the recognition and enforcement of arbitral
awards made in the territories of other parties based on the principle of reciprocity; and (ii) the
New Y ork Convention will only be applied to disputes deemed under PRC laws to be arising
from contractual or non-contractual mercantile legal relations.
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An arrangement for mutual enforcement of arbitral awards between Hong Kong and the
Supreme People’s Court of China was reached. The Supreme People’s Court of China adopted
the Arrangement Concerning the Mutual Enforcement of Arbitral Awards between the
Mainland and the Hong Kong Special Administrative Region (޴
τર) on January 24, 2000, which went into effect on February 1, 2000.
The arrangement reflects the spirit of the New Y ork Convention. Under the arrangement, the
awards by the Mainland arbitral bodies in accordance with the PRC Arbitration Law may be
enforced in Hong Kong, and the awards by the Hong Kong arbitral bodies according to the
Arbitration Ordinance of Hong Kong Special Administrative Region (ਜ΀൒
ૢԷ) may also be enforced in the Mainland China. If the Mainland court finds that the
enforcement of awards made by the Hong Kong arbitral bodies in the Mainland will be against
public interests of the Mainland, or the court of Hong Kong Special Administrative Region
decides that the enforcement of the arbitral awards in Hong Kong Special Administrative
Region will be against public policies of Hong Kong Special Administrative Region, the
awards may not be enforced. The Supreme People’s Court of China issued the Supplemental
Arrangement Concerning the Mutual Enforcement of Arbitral Awards between the Mainland
and the Hong Kong Special Administrative Region (݁
໾̂τર, the “ Supplementary Arrangements ”) on May 18, 2021.
According to the Supplementary Arrangements, before or after the acceptance of an application
for enforcement of an arbitration award, the relevant court may, upon application and in
accordance with the law of the place where the arbitration award is enforced, adopt
preservation or enforcement measures.
JUDICIAL JUDGMENT AND ITS ENFORCEMENT
According to the Arrangement on Reciprocal Recognition and Enforcement of Judgments
in Civil and Commercial Matters by the Courts of the Mainland and of the Hong Kong Special
Administrative Region (ʝႩ̙ձੂБ͏ਠ
τર) promulgated by the Supreme People’s Court on January 25, 2024 and
implemented on January 29, 2024, either party may apply to the people’s courts of China or
the courts of the Hong Kong Special Administrative Region for the recognition and
enforcement of an effective judgment made by the courts of China and the courts of the Hong
Kong Special Administrative Region in respect of civil damages in civil and commercial cases
or in criminal cases in accordance with this arrangement.
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THE PRC COMPANY LA W, THE OVERSEAS LISTING TRIAL MEASURES AND THE
GUIDELINES
The Company Law of the People’s Republic of China (, the
“PRC Company Law ”) was adopted by the 5th meeting of the SCNPC on December 29, 1993
and came into effect on July 1, 1994. It was amended on December 25, 1999, August 28, 2004,
October 27, 2005, December 28, 2013, October 26, 2018, and December 29, 2023, respectively.
The latest revised PRC Company Law was implemented on July 1, 2024.
The Trial Administrative Measures of Overseas Securities Offering and Listing by
Domestic Companies (, the “ Overseas
Listing Trial Measures ”) which were promulgated by the CSRC on February 17, 2023 and
came into effect on March 31, 2023, and were applicable to the overseas offering and listing
of PRC domestic companies’ securities.
The Guidelines for Articles of Association of Listed Companies (ˏ, the
“Guidelines ”) which were issued by the CSRC on March 28, 2025 and came into effect on the same
date, provide the guidelines for the articles of association. As such, the contents provided in the
Guidelines are set out in the Articles of Association of the Company, the summary of which is set
out in the section entitled “Appendix VI — Summary of Articles of Association” in this document.
Set out below is a summary of the major provisions of the PRC Company Law, the
Overseas Listing Trial Measures and the Guidelines applicable to the Company.
General
A joint stock limited company refers to an enterprise legal person incorporated in China
under the PRC Company Law with independent legal person properties and entitlements to
such legal person properties and with its registered capital divided into shares of equal par
value. The liability of the company for its own debts is limited to all the properties it owns and
the liability of its shareholders for the company is limited to the extent of the shares they
subscribe for.
Incorporation
A joint stock limited company may be established by promotion or subscription. A joint
stock limited company shall have a minimum of two but no more than 200 people as its
promoters, and over half of the promoters must be resident within the PRC. Companies
established by promotion are companies of which the registered capital is the total share capital
subscribed for by all the promoters registered with the company’s registration authorities. No
share offering shall be made before the shares subscribed for by the promoters are fully paid
up. For companies established by subscription, the registered capital is the total paid-up share
capital as registered with the company’s registration authorities. If laws, administrative
regulations and State Council decisions provide otherwise on paid-in registered capital and the
minimum registered capital, the company should follow such provisions.
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For companies incorporated by way of promotion, the promoters shall subscribe in
writing for the shares required to be subscribed for by them and pay up their capital
contributions under the articles of association. In the case of capital contributions to be made
in non-cash assets, the formalities for transfer of property rights shall be completed in
accordance with the provisions of the law. Promoters who fail to pay up their capital
contributions in accordance with the foregoing provisions shall assume default liabilities in
accordance with the covenants set out in the promoters’ agreement. After the promoters have
subscribed for the capital contribution under the articles of association, a board of directors
shall be elected and the board of directors shall apply for registration of establishment by filing
the articles of association with relevant administration for industry and commerce, and other
documents as required by the law or administrative regulations.
After the subscriptions for the share issue have been paid in full, a capital verification
institution established under PRC law must be engaged to conduct a capital verification and
furnish a certificate thereof. The promoters of the company shall preside over and convene an
inauguration meeting within 30 days from the date of the full payment of subscriptions. The
inauguration meeting shall be formed by the promoters and subscribers. Where the shares
issued remain undersubscribed by the cut-off date stipulated in the share offering prospectus,
or where the promoters fail to convene an inauguration meeting within 30 days of the
subscriptions for the shares issued being fully paid up, the subscribers may demand that the
promoters refund the subscriptions so paid together with the interest at bank rates of a deposit
for the same period. Within 30 days of the conclusion of the inauguration meeting, the board
of directors shall apply to the company registration authority for registration of the
establishment of the company. A company is formally established and has the capacity of a
legal person after approval of registration has been given by the relevant administration for
industry and commerce and a business license has been issued.
Share Capital
The promoters of a company may make a capital contribution in currencies, or
non-monetary assets such as intellectual property rights or land use rights which can be
appraised with monetary value and transferred lawfully, except for assets which are prohibited
from being contributed as capital by the laws or administrative regulations. If a capital
contribution is made in non-monetary assets, a valuation and verification of the fair value of
the assets contributed must be carried out.
The issuance of shares shall be conducted in a fair and equitable manner. The same class
of shares must carry equal rights. For shares issued at the same time and within the same class,
the conditions and price per share must be the same. The share offering price may be equal to
or greater than the nominal value of the share, but may not be less than the nominal value.
A PRC domestic company must file with the CSRC to offer its shares to the overseas
public. According to the Overseas Listing Trial Measures, target investors of overseas offering
and listing by domestic companies shall be overseas investors, unless prescribed in the
Overseas Listing Trial Measures or otherwise stipulated by the state.
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Increase in Share Capital
Under the PRC Company Law, where a company is issuing new shares, resolutions shall
be passed at shareholders’ meeting in accordance with the articles of association in respect of
the class and amount of the new shares, the issue price of the new shares, the commencement
and end dates for the issue of the new shares and the class and amount of the new shares
proposed to be issued to existing shareholders.
After the issue of new share the company has been paid up, the change must be registered
with the company registration authorities and a public announcement must be made
accordingly. Where an increase in registered capital of a company is made by means of an issue
of new shares, the subscription of new shares by shareholders shall be made in accordance with
the relevant provisions on the payment of subscription monies for the establishment of a
company.
Reduction of Share Capital
A company shall reduce its registered capital in accordance with the following procedures
prescribed by the PRC Company Law:
(1) The company shall prepare a balance sheet and an inventory of assets;
(2) The shareholders’ meeting shall resolve to reduce the registered capital;
(3) The company shall notify its creditors within 10 days from the date of the resolution
on the reduction of its registered capital and shall publish an announcement in the
newspapers or on the National Enterprise Credit Information Publicity System
within 30 days from the date of such resolution;
(4) A creditor has the right within 30 days from the receipt of the notice or, in case
where it fails to receive such notice, within 45 days from the date of the
announcement, to demand the company to pay off its debts or provide corresponding
guarantees; and
(5) The company shall apply for registration of the changes to the company registration
authority.
In case of any reduction in registered capital, unless otherwise provided by laws or
articles of association of the company, the amount of capital contribution or shares shall be
reduced correspondingly in proportion to the capital contributed by the shareholders or their
shareholdings.
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--- page 644 ---
Where the company still incurs losses after making up its losses in accordance with
provisions of the PRC Company Law, it may reduce its registered capital to make up for the
losses. If the registered capital is reduced to make up for losses, the company shall not make
distribution to its shareholders, nor exempt the shareholders from their obligation to make
capital contribution or calls on share.
The provisions set forth in items (3) and (4) of the preceding paragraphs shall not apply
to the reduction in the registered capital in accordance with the preceding paragraphs. A
company shall publish an announcement in the newspapers or on the National Enterprise Credit
Information Publicity System within 30 days from the date of the resolution on the reduction
of its registered capital at shareholders’ meeting. After reducing its registered capital in
accordance with the provisions of the preceding paragraphs, the company shall not distribute
profits until the cumulative amount of its statutory common reserve fund and discretionary
common reserve fund reaches 50% of its registered capital.
If the reduction of the registered capital is in violation of the PRC Company Law,
shareholders shall return the funds they have received and the reduced capital contribution of
the shareholders shall be restored to its original amount; in case of losses caused to the
company, the shareholders and the liable directors, supervisors and senior management shall be
liable for compensation.
Repurchase of Shares
According to the PRC Company Law, a company shall not purchase its own shares except
under any of the following circumstances:
(1) Reducing the registered capital of the company;
(2) Merging with another company that holds its shares;
(3) Using shares for employee stock ownership plan or equity incentives;
(4) A shareholder requesting the company to purchase the shares held by him since he
objects to a resolution of the shareholders’ meeting on the combination or division
of the company;
(5) Using shares for converting convertible corporate bonds issued by the listed
company;
(6) It is necessary for a listed company to protect the corporate value and the rights and
interests of shareholders.
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--- page 645 ---
A company purchasing its own shares under any of the circumstances set forth in items
(1) and (2) of the preceding paragraph shall be subject to a resolution of the shareholders’
meeting; and a company purchasing its own shares under any of the circumstances set forth in
items (3), (5) and (6) of the preceding paragraph may, pursuant to the articles of association
or the authorization of the shareholders’ meeting, be subject to a resolution of a meeting of the
board of directors at which more than two-thirds of directors are present.
After purchasing its own shares pursuant to the provisions of the first paragraph of this
article, a company shall, under the circumstance set forth in item (1), cancel them within 10
days after the purchase; while under the circumstance set forth in either item (2) or (4), transfer
or cancel them within six months; and while under the circumstance set forth in item (3), (5)
or (6), aggregately hold not more than 10% of the total shares that have been issued by the
company, and transfer or cancel them within three years.
A listed company purchasing its own shares shall perform the obligation of information
disclosure. A listed company purchasing its own shares under any of the circumstances set forth
in items (3), (5) and (6) shall carry out trading in a public and centralized manner.
Transfer of Shares
Shares held by shareholders may be transferred legally. Under the PRC Company Law, a
shareholder should effect a transfer of his shares on a stock exchange established in accordance
with laws or by any other means as required by the State Council. Registered shares may be
transferred after the shareholders endorse the back of the share certificates or in any other
manner specified by the laws or administrative regulations. Following the transfer, the
company shall enter the names and domiciles of the transferees into its share register. No
changes of registration in the share register described above shall be effected during a period
of 20 days prior to convening a shareholders’ meeting or 5 days prior to the record date for the
purpose of determining entitlements to dividend distributions, unless otherwise stipulated by
laws on the registration of changes in the share register of listed companies. The transfer of
bearer share certificates shall become effective upon the delivery of the certificates to the
transferee by the shareholder.
Under the PRC Company Law and the Guidelines, shares of the company issued prior to
the public issuance of shares may not be transferred within one year of the date of the
company’s listing on a stock exchange. Directors and the senior management of a company
shall declare to the company their shareholdings in it and any changes in such shareholdings.
During their terms of office, they may transfer no more than 25% of the total number of shares
they hold in the company every year. They shall not transfer the shares they hold within one
year of the date of the company’s listing on a stock exchange, nor within six months after they
leave their positions in the company. The articles of association may set out other restrictive
provisions in respect of the transfer of shares in the company held by its directors and the
senior management.
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--- page 646 ---
Shareholders
Under the PRC Company Law and the Guidelines, the rights of holders of ordinary shares
of a joint stock limited company include the following:
(1) to receive dividends and profit distributions in any other form in proportion to their
shareholdings;
(2) to lawfully require, convene, preside over or attend shareholders’ meetings either in
person or by proxy and exercise the corresponding voting right;
(3) to supervise, present suggestions on or make inquiries about the operations of the
company;
(4) to transfer, gift or pledge their shares in accordance with the laws, administrative
regulations, departmental rules, normative documents and the listing rules of the
stock exchange in the place where the stocks of the company are listed, and the
articles of association;
(5) to acquire relevant information according to the provisions of the articles of
association, including the copies of the articles of association, register of
shareholders, minutes of shareholders’ meetings, resolutions of board meetings, and
financial and accounting reports, and shareholders who comply with the regulations
may inspect the company’s accounting books and accounting documents;
(6) in the event of the termination or liquidation of the company, to participate in the
distribution of the remaining property of the company in proportion to the shares
held by them;
(7) to require the company to buy their shares in the event of their objection to
resolutions of the shareholders’ meeting concerning merger or division of the
company; and
(8) any other rights provided for in laws, administrative regulations, other normative
documents and the articles of association.
The obligations of shareholders include the obligation to abide by the articles of
association, to pay the subscriptions in respect of the shares subscribed for, to be liable for the
company’s debts and liabilities to the extent of the amount of his or her subscribed shares and
any other shareholder obligation specified in the articles of association.
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--- page 647 ---
Shareholders’ Meetings
The shareholders’ meeting is the organ of authority of the company, which exercises its
powers in accordance with the PRC Company Law. Under the PRC Company Law and the
Guidelines, the shareholders’ meeting may exercise its powers:
(1) to elect and remove the directors and to decide on the matters relating to the
remuneration of directors;
(2) to review and approve the reports of the board of directors;
(3) to review and approve the company’s profit distribution proposals and loss recovery
proposals;
(4) to decide on any increase or reduction of the company’s registered capital;
(5) to decide on the issue of corporate bonds;
(6) to decide on merger, division, dissolution and liquidation of the company or change
of its corporate form;
(7) to decide on the hiring and dismissal of the accounting firm that undertakes the
company’s auditing business;
(8) to amend the articles of association; and
(9) to exercise any other authority stipulated in the articles of association.
A shareholders’ meeting is required to be held once every year. An extraordinary meeting
is required to be held within two months of the occurrence of any of the following:
(1) the number of directors is less than the number stipulated by the PRC Company Law
or less than two-thirds of the number specified in the articles of association;
(2) the outstanding losses of the company amounted to one-third of the company’s total
paid-in share capital;
(3) shareholders individually or in aggregate holding 10% or more of the company’s
shares request the convening of an extraordinary meeting;
(4) the board deems necessary;
(5) the audit committee proposes to hold; or
(6) any other circumstances as provided for in laws, administrative regulations, other
normative documents and the articles of association.
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--- page 648 ---
A shareholders’ meeting shall be convened by the board of directors, and presided over
by the chairman of the board of directors. In the event that the chairman is incapable of
performing or is not performing his duties, the meeting shall be presided over by the vice
chairman. In the event that the vice chairman is incapable of performing or is not performing
his duties, a director nominated by half or more of the directors shall preside over the meeting.
Where the board of directors is incapable of performing or is not performing its duties to
convene the shareholders’ meeting, the audit committee shall convene and preside over the
shareholders’ meeting in a timely manner. If the audit committee fails to convene and preside
over the shareholders’ meeting, shareholders individually or in aggregate holding 10% or more
of the company’s shares for 90 days or more consecutively may unilaterally convene and
preside over the shareholders’ meeting.
In accordance with the PRC Company Law and the Guidelines, a notice of the
shareholders’ meeting stating the date and venue of the meeting and the matters to be
considered at the meeting shall be given to all shareholders 20 days before the meeting. A
notice of extraordinary shareholders’ meeting shall be given to all shareholders 15 days prior
to the meeting. A single shareholder who holds, or several shareholders who jointly hold, one
percent or more of the shares of the company may submit an interim proposal in writing to the
board of directors ten days before the shareholders’ meeting is held. The board of directors
shall notify other shareholders within two days upon receipt of the proposal, and submit the
said interim proposal to the shareholders’ meeting for deliberation, unless the interim proposal
is in violation of any law, administrative regulation or the articles of association or fails to fall
into the scope of functions of the shareholders’ meeting.
Under the PRC Company Law, shareholders present at a shareholders’ meeting have one
vote for each share they hold, except for class shareholders. The company’s shares held by the
company are not entitled to any voting rights.
An accumulative voting system may be adopted for the election of directors at the
shareholders’ meeting pursuant to the provisions of the articles of association or a resolution
of the shareholders’ meeting. Under the accumulative voting system, each share shall be
entitled to the number of votes equivalent to the number of directors to be elected at the
shareholders’ meeting, and shareholders may consolidate their votes for one or more directors
when casting a vote.
Under the PRC Company Law, resolutions of the shareholders’ meeting must be passed
by more than half of the voting rights held by shareholders present at the meeting, with the
exception of matters relating to merger, division or dissolution of the company, increase or
reduction of registered share capital, change of corporate form or amendments to the articles
of association, which in each case must be passed by at least two-thirds of the voting rights
held by the shareholders present at the meeting. Where the PRC Company Law and the articles
of association provide that the transfer or acquisition of significant assets or the provision of
external guarantees by the company and the other matters must be approved by way of
resolution of the shareholders’ meeting, the directors shall convene a shareholders’ meeting
promptly to vote on such matters by shareholders’ meeting.
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--- page 649 ---
Minutes shall be prepared in respect of matters considered at the shareholders’ meeting
and the chairperson and directors attending the meeting shall endorse such minutes by
signature. The minutes shall be kept together with the shareholders’ attendance register and the
proxy forms.
Board
A joint stock limited company shall have a board, unless otherwise provided for in Article
128 of the PRC Company Law. The term of a director shall be stipulated in the articles of
association, provided that no term of office shall last for more than three years. A director may
serve consecutive terms if re-elected. A director shall continue to perform his/her duties as a
director in accordance with the laws, administrative regulations and the articles of association
until a duly reelected director takes office, if re-election is not conducted in a timely manner
upon the expiry of his/her term of office or if the resignation of directors results in the number
of directors being less than the quorum.
Under the PRC Company Law and the Guidelines, the board of directors may exercise its
powers:
(1) to convene shareholders’ meetings and report on its work to the shareholders’
meetings;
(2) to implement the resolutions passed by the shareholders at the shareholders’
meetings;
(3) to decide on the company’s operational plans and investment proposals;
(4) to formulate the company’s profit distribution proposals and loss recovery
proposals;
(5) to formulate proposals for the increase or reduction of the company’s registered
capital and the issue of corporate bonds;
(6) to formulate proposals for the merger, division or dissolution of the company or
change of corporate form;
(7) to decide on the setup of the company’s internal management organs;
(8) to appoint or dismiss the company’s manager and decide on his/her remuneration
and, based on the manager’s recommendation, to appoint or dismiss any deputy
general manager and financial officer of the company and to decide on their
remunerations;
(9) to formulate the company’s basic management system; and
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--- page 650 ---
(10) to exercise any other authority stipulated in the articles of association or granted by
the shareholders’ meetings.
Pursuant to the PRC Company Law and the Guidelines, meetings of the board of directors
shall be convened at least twice each year. Notices of meeting shall be given to all directors
and the audit committee 10 days before the meeting. Interim board meetings may be proposed
to be convened by shareholders representing more than 10% of the voting rights, more than
one-third of the directors or the audit committee. The chairman shall convene the meeting
within 10 days of receiving such proposal, and preside over the meeting. The board may
otherwise determine the means and the period of notice for convening an interim board
meeting. Meetings of the board of directors shall be held only if more than half of the directors
are present. Resolutions of the board shall be passed by more than half of all directors. Each
director shall have one vote for a resolution to be approved by the board. Directors shall attend
board meetings in person. If a director is unable to attend for any reason, he/she may appoint
another director to attend the meeting on his/her behalf by a written power of attorney
specifying the scope of authorization.
If a resolution of the board of directors violates the laws, administrative regulations or the
articles of association or resolutions of the shareholders’ meeting, and as a result of which the
company sustains serious losses, the directors participating in the resolution are liable to
compensate the company. However, if it can be proved that a director expressly objected to the
resolution when the resolution was voted on, and that such objection was recorded in the
minutes of the meeting, such director shall be relieved from that liability.
Under the PRC Company Law, the following person may not serve as a director in a
company: (i) a person who is unable or has limited ability to undertake any civil liabilities; (ii)
a person who has been convicted of an offense of corruption, bribery, embezzlement,
misappropriation of property or destruction of the socialist market economic order, or who has
been deprived of his political rights due to his crimes, in each case where less than five years
have elapsed since the date of completion of the sentence; or, in case of a sentence to probation,
less than two years have elapsed since the date of the conclusion of the probation period; (iii)
a person who has been a former director, factory manager or manager of a company or an
enterprise that has entered into insolvent liquidation and who was personally liable for the
insolvency of such company or enterprise, where less than three years have elapsed since the
date of the completion of the bankruptcy and liquidation of the company or enterprise; (iv) a
person who has been a legal representative of a company or an enterprise that has had its
business license revoked due to violations of the law or has been ordered to close down by law
and the person was personally responsible, where less than three years have elapsed since the
date of such revocation; (v) a person who is liable for a relatively large amount of debts that
are overdue and is listed as a dishonest debtor by the people’s court.
Where a company elects or appoints a director to which any of the above circumstances
applies, such election or appointment shall be null and void. A director to which any of the
above circumstances applies during his/her term of office shall be released of his/her duties by
the company.
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--- page 651 ---
Under the PRC Company Law, the board shall appoint a chairman and may appoint a vice
chairman.
The chairman and the vice chairman shall be elected with approval of more than half of
all the directors. The chairman shall convene and preside over board meetings and review the
implementation of board resolutions. The vice chairman shall assist the chairman to perform
his/her duties. Where the chairman is incapable of performing or is not performing his/her
duties, the duties shall be performed by the vice chairman. Where the vice chairman is
incapable of performing or is not performing his/her duties, a director nominated by more than
half of the directors shall perform his/her duties.
Manager and Senior Management
Under the PRC Company Law and the Guidelines, a company shall have a manager who
shall be appointed or removed by the board of directors. The manager shall be accountable to
the board of directors and exercise his/her powers:
(1) to manage the production and operation of the company and arrange for the
implementation of the resolutions of the board of directors;
(2) to arrange for the implementation of the company’s annual operation plans and
investment proposals;
(3) to formulate proposals for the establishment of the company’s internal management
organs;
(4) to formulate the fundamental management system of the company;
(5) to formulate the company’s specific rules and regulations;
(6) to recommend the appointment or dismissal of any deputy manager and any
financial officer of the company;
(7) to appoint or dismiss management personnel (other than those required to be
appointed or dismissed by the board of directors); and
(8) to exercise any other authority granted by the board of directors or the articles of
association.
Other provisions in the articles of association on the manager’s powers shall also be
complied with. The manager shall be present at meetings of the board of directors. However,
the manager shall have no voting rights at meetings of the board of directors unless he/she
concurrently serves as a director.
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--- page 652 ---
According to the PRC Company Law, senior management refers to the manager, deputy
manager, financial officer, secretary to the board of a listed company and other personnel as
stipulated in the articles of association.
Duties of Directors and Senior Management
According to the PRC Company Law and the Guidelines, directors and senior
management owe a duty of loyalty to the company and shall take measures to avoid conflicts
of interest between their personal interests and the interests of the company, and shall not use
their authority to seek improper benefits. Directors and senior management owe a duty of
diligence to the company, and in the execution of their duties, shall exercise the usual and
reasonable care that a manager should have for the maximum benefit of the company.
Directors and senior management are prohibited from:
(1) embezzling company property, or misappropriation of the company’s capital;
(2) depositing company funds into accounts under their own names or the names of
other individuals to deposit;
(3) using his/her authority to engage in bribery or accept other illegal income;
(4) entering into contracts or transactions directly or indirectly with the company
without being reported to the board of directors or the shareholders’ meeting and
approved by the board of directors or a resolution of the shareholders’ meeting in
accordance with the provisions of the articles of association;
(5) using his/her authority to procure business opportunities for themselves or others
that should have otherwise been available to the company, unless such business
opportunities are reported to the board of directors or the shareholders’ meeting and
approved by a resolution of the shareholders’ meeting, or the company is not
allowed to take advantage of such business opportunities in accordance with the
provisions of the laws, administrative regulations, or the articles of association;
(6) unauthorized divulgence of confidential information of the company;
(7) accepting commissions paid by a third-party for transactions conducted with the
company;
(8) using his/her affiliation to impair the interests of the company; and
(9) other acts in violation of their duty of loyalty to the company.
Income generated by directors or senior management in violation of the provisions of the
preceding paragraph shall be returned to the company.
APPENDIX V SUMMARY OF PRINCIPAL LA WS AND REGULATIONS
– V-19 –


--- page 653 ---
A director or senior management who contravenes law, administrative regulation or
articles of association in the performance of his/her duties resulting in any loss to the company
shall be liable to the company for compensation.
Where a director or senior management is required to attend a shareholders’ meeting,
such director or senior management shall attend the meeting and answer the inquiries from
shareholders. Directors and senior management shall furnish all true information and data to
the audit committee, without impeding the discharge of duties by the audit committee.
Where a director or senior management other than the audit committee contravenes law,
administrative regulation or articles of association in the performance of his/her duties
resulting in any loss to the company, shareholder(s) holding individually or in aggregate no less
than 1% of the company’s shares consecutively for at least 180 days may request in writing that
the audit committee institute litigation at a people’s court on its behalf. Where the member of
the audit committee violates the laws or administrative regulations or the articles of association
in the discharge of its duties resulting in any loss to the company, such shareholder(s) may
request in writing that the board of directors institute litigation at a people’s court on its behalf.
If the audit committee or the board of directors refuses to institute litigation after receiving this
written request from the shareholder(s), or fails to institute litigation within 30 days of the date
of receiving the request, or in case of emergency where failure to institute litigation
immediately will result in irrecoverable damage to the company’s interests, such shareholder(s)
shall have the power to institute litigation directly at a people’s court in its own name for the
company’s benefit. For other parties who infringe the lawful interests of the company resulting
in loss to the company, such shareholder(s) may institute litigation at a people’s court in
accordance with the procedure described above. Where a director or senior management
contravenes any laws, administrative regulations or the articles of association in infringement
of shareholders’ interests, a shareholder may also institute litigation at a people’s court.
Finance and Accounting
Under the PRC Company Law and the Guidelines, a company shall establish its own
financial and accounting systems according to the laws, administrative regulations and the
regulations of the competent financial departments of the State Council. At the end of each
financial year, a company shall prepare a financial report which shall be audited by an
accounting firm in accordance with the laws. The financial and accounting reports shall be
prepared in accordance with the laws, administrative regulations and the regulations of the
financial departments of the State Council.
The company’s financial reports shall be made available for shareholders’ inspection at
the company 20 days before the convening of an annual meeting. A joint stock limited company
that makes public stock offerings shall publish its financial reports.
APPENDIX V SUMMARY OF PRINCIPAL LA WS AND REGULATIONS
– V-20 –


--- page 654 ---
When distributing each year’s profits after taxation, the company shall set aside 10% of
its profits after taxation for the company’s statutory common reserve fund until the fund has
reached 50% or more of the company’s registered capital. When the company’s statutory
common reserve fund is not sufficient to make up for the company’s losses for the previous
years, the current year’s profits shall first be used to make up the losses before any allocation
is set aside for the statutory common reserve fund. After the company has made allocations to
the statutory common reserve fund from its profits after taxation, it may, upon passing a
resolution at a shareholders’ meeting, make further allocations from its profits after taxation to
the discretionary common reserve fund. After the company has made good its losses and made
allocations to its discretionary common reserve fund, the remaining profits after taxation shall
be distributed in proportion to the number of shares held by the shareholders, except for those
which are not distributed in a proportionate manner as provided by the articles of association.
The company shall not be entitled to any distribution of profits in respect of shares held
by it.
Where the company, in violation of the preceding paragraph, distributes profits to the
shareholders, the profits so distributed shall be returned to the company. Shareholders and the
liable directors and senior management shall be liable for compensation for any losses caused
to the company.
The premium over the nominal value of the shares of the company earned from the issue
of share, the amount of share proceeds from the issuance of no-par shares that have not been
credited to the registered capital, and other items required by the financial department of the
State Council to be included in the capital reserve shall be classified as the capital reserve of
the company. The reserve fund of a company shall be applied to make good the company’s
losses, expand its business operations or increase its registered capital. The discretionary
reserve fund and statutory reserve fund shall be used first to make up the company’s losses; if
the losses cannot be covered, the capital reserve fund can be used in accordance with the
regulations. Upon the transfer of the statutory reserve fund into registered capital, the balance
of the fund shall not be less than 25% of the registered capital of the company before such
transfer.
The company shall have no accounting books other than the statutory books. The
company’s assets shall not be deposited in any account opened under the name of an individual.
Appointment and Dismissal of Auditors
Pursuant to the PRC Company Law and the Guidelines, the engagement or dismissal of
an accounting firm responsible for the company’s auditing shall be determined by a
shareholders’ meeting in accordance with the articles of association. The accounting firm
should be allowed to make representations when the shareholders’ meeting conducts a vote on
the dismissal of the accounting firm. The company should provide true and complete
accounting evidence, accounting books, financial and accounting reports and other accounting
information to the engaged accounting firm without any refusal or withholding or falsification
of information.
APPENDIX V SUMMARY OF PRINCIPAL LA WS AND REGULATIONS
– V-21 –


--- page 655 ---
Profit Distribution
According to the PRC Company Law, a company shall not distribute profits before losses
are covered and the statutory reserve fund is provided. Meanwhile, according to the Overseas
Listing Trial Measures, domestic enterprises may raise funds and pay dividends in foreign
currencies or Renminbi for overseas offering and listing.
Amendments to the Articles of Association
Pursuant to PRC Company Law, the resolution of a shareholders’ meeting regarding any
amendment to a company’s articles of association requires affirmative votes by at least
two-thirds of the votes held by shareholders attending the meeting.
Dissolution and Liquidation
Under the PRC Company Law, a company shall be dissolved for any of the following
reasons:
(1) the term of its operation set out in the articles of association has expired or other
events of dissolution specified in the articles of association have occurred;
(2) the shareholders’ meeting has resolved to dissolve the company;
(3) the company is dissolved by reason of its merger or division;
(4) the business license of the company is revoked or the company is ordered to close
down or to be dissolved in accordance with the laws;
(5) the company is dissolved by a people’s court in response to the request of
shareholders holding shares that represent more than 10% of the voting rights of all
shareholders of the company, on the grounds that the operation and management of
the company has suffered serious difficulties that cannot be resolved through other
means, rendering ongoing existence of the company a cause for significant losses to
the shareholders.
In the event of paragraphs (1) and (2) above and property has not yet been distributed to
shareholders, the company may carry on its existence by amending its articles of association.
The amendments to the articles of association in accordance with the provisions described
above shall require the approval of more than two-thirds of voting rights of shareholders
attending a shareholders’ meeting.
Where the company is dissolved under the circumstances set forth in paragraphs (1), (2),
(4) or (5) above, it should be liquidated.
APPENDIX V SUMMARY OF PRINCIPAL LA WS AND REGULATIONS
– V-22 –


--- page 656 ---
Directors shall be the liquidation obligors, and a liquidation committee shall be formed,
within 15 days from the occurrence of the events of dissolution, to perform liquidation. The
liquidation committee shall consist of the directors, unless otherwise stipulated in the articles
of association or otherwise selected by a resolution of the shareholders’ meeting. If a
liquidation obligor fails to perform his/her liquidation obligations in a timely manner, thereby
causing losses to the company or the creditors, such liquidation obligor shall be liable for
compensation.
The liquidation committee may exercise following powers during the liquidation:
(1) to sort out the company’s assets and to prepare a statement of financial position and
an inventory of assets, respectively;
(2) to notify creditors by notice or public notices;
(3) to deal with any outstanding business related to the liquidation;
(4) to pay outstanding tax together with any tax arising during the liquidation process;
(5) to settle claims and liabilities;
(6) to handle the company’s remaining assets after its debts have been paid off;
(7) to represent the company in any civil procedures.
The liquidation committee shall notify the company’s creditors within 10 days of its
establishment, and publish an announcement in the newspapers or on the National Enterprise
Credit Information Publicity System within 60 days.
A creditor shall lodge his/her claim with the liquidation committee within 30 days of
receipt of the notification or within 45 days of the date of the announcement if he has not
received any notification. A creditor shall report all matters relevant to his/her claimed
creditor’s rights and furnish relevant evidence. The liquidation committee shall register such
creditor’s rights. The liquidation committee shall not make any settlement to creditors during
the period of the claim.
Upon disposal of the company’s property and preparation of the required statement of
financial position and inventory of assets, the liquidation committee shall draw up a liquidation
plan and submit this plan to a shareholders’ meeting or a people’s court for endorsement. The
remaining part of the company’s assets, after payment of liquidation expenses, employee
wages, social insurance expenses and statutory compensation, outstanding taxes and the
company’s debts, shall be distributed to shareholders in proportion to shares held by them. The
company shall continue to exist during the liquidation period, although it cannot conduct
operating activities that are not related to the liquidation. The company’s property shall not be
distributed to shareholders before repayments are made in accordance with the requirements
described above.
APPENDIX V SUMMARY OF PRINCIPAL LA WS AND REGULATIONS
– V-23 –


--- page 657 ---
Upon liquidation of the company’s property and preparation of the required statement of
financial position and inventory of assets, if the liquidation committee becomes aware that the
company does not have sufficient assets to meet its liabilities, it must apply to a people’s court
for a declaration of bankruptcy in accordance with the laws. Following such declaration by the
people’s court, the liquidation committee shall hand over the administration of the liquidation
to the bankruptcy administrator designated by the people’s court.
Upon completion of the liquidation, the liquidation committee shall prepare a liquidation
report and submit it to the shareholders’ meeting or a people’s court for confirmation of its
completion. Following such confirmation, the report shall be submitted to the company
registration authority to cancel the company’s registration. Members of the liquidation
committee shall assume of duties of loyalty and care when performing liquidation functions.
Members of the liquidation committee are liable to indemnify the company in respect of any
loss arising from their negligence in performing liquidation duties; members of the liquidation
committee are liable to indemnify the creditors in respect of any loss arising from their willful
or gross negligence.
Liquidation of a company declared bankrupt according to laws shall be processed in
accordance with the laws on corporate bankruptcy.
Overseas Listing
Pursuant to the Overseas Listing Trial Measures, where an issuer submits an application
for initial public offering to competent overseas regulators, such issuer must file with the
CSRC within three PRC business days after such application is submitted.
Merger and Division
Pursuant to the PRC Company Law and the Guidelines, a merger agreement shall be
signed by merging companies and the involved companies shall prepare respective statements
of financial position and inventory of assets. The companies shall within 10 days of the date
of passing the resolution approving the merger notify their respective creditors and publicly
announce the merger in the newspapers or on the National Enterprise Credit Information
Publicity System within 30 days. A creditor may, within 30 days of receipt of the notification,
or within 45 days of the date of the announcement if he has not received the notification,
request the company to settle any outstanding debts or provide relevant guarantees. In case of
a merger, the credits and debts of the merging parties shall be assumed by the surviving or the
new company.
APPENDIX V SUMMARY OF PRINCIPAL LA WS AND REGULATIONS
– V-24 –


--- page 658 ---
In case of a division, the company’s assets shall be divided and a statement of financial
position and an inventory of assets shall be prepared. When a resolution regarding the
company’s division is approved, the company should notify all its creditors within 10 days of
the date of passing such resolution and publicly announce the division in the newspapers or on
the National Enterprise Credit Information Publicity System within 30 days. Unless an
agreement in writing is reached with creditors before the company’s division in respect of the
settlement of debts, the liabilities of the company which have accrued prior to the division shall
be jointly borne by the divided companies.
Changes in the business registration of the companies as a result of the merger or division
shall be registered with the company registration authority in accordance with the law.
In accordance with the laws, cancellation of a company shall be registered when a
company is dissolved and incorporation of a company shall be registered when a new company
is incorporated.
SUMMARY OF MATERIAL DIFFERENCES BETWEEN HONG KONG AND PRC
COMPANY LA WS
As a joint stock company established in the PRC and intending to have its Shares initially
listed on the stock exchange, the Company shall comply with the PRC Company Law and all
other rules and regulations promulgated pursuant to the PRC Company Law.
Set out below is a summary of certain material differences between Hong Kong company
law applicable to a company incorporated in Hong Kong and the PRC Company Law
applicable to a joint stock company incorporated and existing under the PRC Company Law.
This summary is, however, not intended to be an exhaustive comparison.
Company Existence
According to the PRC Company Law, a joint stock company can be established through
promotion or public offering.
Share Capital
According to the PRC Securities Law, listing applications shall comply with the listing
rules of the stock exchange.
According to the PRC Company Law, shareholders may make capital contributions in the
form of cash, physical assets, intellectual property, land use rights, equity, creditor’s rights, or
other non-monetary assets that can be valued in monetary terms and legally transferred, except
for property that is prohibited from being used for the purpose of capital contributions by laws
and administrative regulations. Non-monetary property used as capital contributions shall be
appraised and verified, and shall not be overvalued or undervalued. If laws or administrative
regulations have provisions on valuation, such provisions shall prevail.
APPENDIX V SUMMARY OF PRINCIPAL LA WS AND REGULATIONS
– V-25 –


--- page 659 ---
Restrictions on Transfer of Equity and Shares
According to the laws of the PRC, unlisted shares denominated and subscribed in RMB
may only be subscribed for or traded by Chinese investors, qualified foreign institutional
investors or qualified foreign strategic investors. Overseas listed shares denominated in RMB
and subscribed for in foreign currency may only be subscribed for and traded by investors in
countries and regions outside China or other qualified Chinese institutional investors. If H
Shares are eligible securities under the Southbound Stock Connect, such shares may also be
subscribed for and traded by domestic Chinese investors in accordance with the rules and
restrictions of the Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock
Connect.
According to the PRC Company Law, shares issued before a company publicly issues
shares shall not be transferred within one year from the date of the listing and trading of the
company’s shares on a stock exchange. If laws, administrative regulations or the securities
regulatory authority under the State Council provide otherwise regarding the transfer of shares
held by shareholders or actual controllers of listed companies, such provisions shall prevail.
Directors, supervisors and senior management of a company shall report to the company their
shareholdings in the company and any changes therein. During their term of office, the shares
transferred each year shall not exceed 25% of the total number of the company’s shares they
hold. The shares they hold in the Company shall not be transferred within one year from the
date the company’s shares are listed and traded on a stock exchange. Within six months after
leaving office, the aforementioned personnel shall not transfer the company’s shares they hold.
The articles of association of a company may make other restrictive provisions on the transfer
of the company’s shares held by its directors, supervisors and senior management.
Notice of Shareholders’ Meetings
According to the PRC Company Law, the notice of an annual shareholders’ meeting shall
be issued no less than 20 days before the date of the meeting; the notice of an extraordinary
shareholders’ meeting shall be issued no less than 15 days before the date of the meeting.
Quorum for Shareholders’ Meetings
The PRC Company Law does not specify a quorum for shareholders’ meetings.
Voting at Shareholders’ Meetings
According to the PRC Company Law, resolutions at a shareholders’ meeting shall be
adopted by shareholders representing more than half of the voting rights. Resolutions on
amending the company’s articles of association, increasing or decreasing the registered capital,
and resolutions on the merger, division, dissolution, or change of the company’s form shall be
adopted by shareholders representing two-thirds or more of the voting rights.
APPENDIX V SUMMARY OF PRINCIPAL LA WS AND REGULATIONS
– V-26 –


--- page 660 ---
Modification of Class Share Rights
According to the PRC Company Law, any matter that may affect a company’s class
shareholders’ rights shall require the approval by shareholders representing two-thirds or more
of the voting rights at the class shareholders’ meeting, in addition to approval by the
shareholders’ meeting.
Directors
According to the PRC Company Law, if any director directly or indirectly enters into a
contract or transaction with the company, the director shall report the relevant matters in
relation to the contract or transaction to the board of directors or the shareholders’ meeting, and
obtain approval from the board of directors or the shareholders’ meeting in accordance with the
company’s articles of association. The above provisions shall apply when any close family
member of the director, or any enterprise directly or indirectly controlled by the director or any
of his/her close family members, or any related party otherwise related with the director, enters
into a contract or transaction with the company. If a director is removed from office without
justifiable reasons before the expiration of his/her term, he/she may claim compensation for
losses from the company.
Unlike the Companies Ordinance, the PRC Company Law does not contain any provisions
regarding directors’ declaration of interests in material contracts, restrictions on directors’
rights to make material disposals, restrictions on the company providing certain benefits to
directors and providing guarantees for directors’ liabilities, and prohibitions on proving
departure compensation without shareholders’ approval.
Supervisory Committee
According to the PRC Company Law, for a joint stock company with a supervisory
committee, the directors and senior management of the company shall be subject to the
supervision of the supervisory committee.
Derivative Actions by Minority Shareholders
According to the PRC Company Law, if any director, supervisor, or senior management
violates any laws, administrative regulations or the company’s articles of association in the
performance of their duties, thereby causing losses to the company, shareholders who
individually or collectively hold 1% or more of the company’s shares for more than 180
consecutive days may request the supervisory committee in writing to file a lawsuit with the
people’s court. If a supervisor violates the relevant provisions of the company law, the
aforementioned shareholders may request the board of directors in writing to file a lawsuit with
the people’s court. If the supervisory committee or the board of directors refuses to file a
lawsuit after receiving such written request from the shareholders, or fails to file a lawsuit
within 30 days from the date of receiving the request, or if the situation is urgent and failure
to file a lawsuit immediately will cause irreparable damage to the company, the aforementioned
shareholders shall have the right to directly file a lawsuit with the people’s court in their own
name for the benefit of the company.
APPENDIX V SUMMARY OF PRINCIPAL LA WS AND REGULATIONS
– V-27 –


--- page 661 ---
The Guidelines for the Articles of Association of Listed Companies also stipulate other
remedies when directors, supervisors and senior management violate their responsibilities to
the company. In addition, as a condition for the listing of shares on the Stock Exchange, each
director and supervisor of a joint stock company must make a commitment to the shareholders
to act as their representatives for the benefit of the company. This allows minority shareholders
to take actions against directors and supervisors for dereliction of duty.
Protection of Minority Shareholders’ Rights and Interests
The PRC Company Law stipulates that if a company encounters serious difficulties in its
operation and management and its continued existence would cause significant detriment to the
interests of shareholders, which cannot be resolved through other means, shareholders holding
10% or more of the company’s voting rights may request the people’s court to dissolve the
company.
The Guidelines for the Articles of Association of Listed Companies also stipulate other
remedies when directors, supervisors and senior management violate their responsibilities to
the company. In addition, as a condition for the listing of shares on the Stock Exchange, each
director and supervisor of a joint stock company must make a commitment to the shareholders
to act as their representatives for the benefit of the company. This allows minority shareholders
to take actions against directors and supervisors for dereliction of duty.
Financial Disclosure
According to the PRC Company Law, the financial reports of a joint stock company shall
be placed at the company for shareholders to inspect 20 days before the holding of the
shareholders’ meeting. In addition, a joint stock company that publicly offers shares shall
publish its financial reports.
According to the PRC Company Law, a company shall prepare its financial report at the
end of each financial year and have them audited by an accounting firm according to law.
Information about Directors and Shareholders
The PRC Company Law grants shareholders the right to inspect and copy the company’s
articles of association, minutes of shareholders’ meetings, resolutions of the board of directors
or the supervisory committee, and financial reports.
Company Restructuring
According to the PRC Company Law, the merger, division, dissolution, or change of
company form of a joint stock company shall be approved by the shareholders at a
shareholders’ meeting.
APPENDIX V SUMMARY OF PRINCIPAL LA WS AND REGULATIONS
– V-28 –


--- page 662 ---
Mandatory Deductions
According to the PRC Company Law, before distributing after-tax profit, a company shall
allocate 10% of its profits to the statutory reserve fund. When the total amount of the
company’s statutory reserve fund reaches 50% of the company’s registered capital, it may cease
to make further allocations. After a company make allocations to the statutory reserve fund
from its after-tax profit, it may, upon approval by the shareholders’ meeting by way of a
resolution, make allocations to the discretionary reserve fund from its after-tax profit.
Company Remedies
According to the PRC Company Law, if any director, supervisor or senior management
violates any laws, administrative regulations or the company’s articles of association in the
performance of their duties, thereby causing losses to the company, he/she shall be liable for
compensation.
Dividends
According to the PRC Company Law, the after-tax profit of a company after making up
for losses and making allocations to the reserve funds shall be distributed by the company to
the shareholders in proportion to their shareholdings, unless otherwise stipulated in the
company’s articles of association.
Fiduciary Duties
According to the PRC Company Law, directors, supervisors, managers and other senior
management of a company shall assume duties of loyalty and care to the company. The relevant
persons shall abide by the company’s articles of association, faithfully and diligently perform
their duties, protect the company’s interests, and shall not abuse their positions and rights for
their personal gain.
Closure of Register of Shareholders
According to the PRC Company Law, the register of shareholders shall not be changed
within 20 days before the date of a shareholders’ meeting or within five days before the record
date for the company’s decision to distribute dividends. If laws, administrative regulations or
the securities regulatory authority under the State Council provide otherwise regarding changes
to the register of shareholders of listed companies, such provisions shall prevail.
APPENDIX V SUMMARY OF PRINCIPAL LA WS AND REGULATIONS
– V-29 –


--- page 663 ---
This appendix sets out the summary of the main clauses of the Articles of Association
adopted by the Company on March 18, 2025 which shall become effective as at the date on
which the H shares are listed on the Stock Exchange. As the main purpose of this appendix is
to provide an overview of the Articles of Association, it may not necessarily contain all
information that is important for prospective investors.
SHARES
The shares issued by the Company, all of which are ordinary shares, shall be denominated
in RMB, with a nominal value of RMB1.00 per share.
The shares of the Company shall be issued in accordance with the principles of openness,
fairness and justice. Each share of the same class shall carry the same rights.
Shares of the same class and the same issue shall be issued on the same conditions and
at the same price. Any individual shall pay the same price for each of the shares he/she
subscribes for.
INCREASE, DECREASE, REPURCHASE AND TRANSFER OF SHARES
Capital increase
In light of the Company’s needs for operation and development, the Company may
increase its registered capital according to laws, regulations, the Hong Kong Listing Rules, and
other securities regulatory rules of the place where the shares of the Company are listed and
subject to a special resolution of the shareholders’ meeting by any of the following means:
(i) offering shares to non-specific parties;
(ii) offering shares to specified parties;
(iii) Issue of stock dividends to existing shareholders;
(iv) Issue of bonus shares out of the paid-in surplus reserve;
(v) other means stipulated by applicable laws, administrative regulations, departmental
rules, normative documents, the Hong Kong Listing Rules and other regulatory rules
of the place where the shares of the Company are listed and approved by or filed
with the relevant regulatory authorities.
Capital reduction
The Company may reduce its registered capital. Any reduction of the Company’s
registered capital shall be subject to the procedures prescribed in the Company Law, the Hong
Kong Listing Rules and other relevant regulations, as well as the Articles of Association.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
– VI-1 –


--- page 664 ---
Share repurchase
Under any of the following circumstances, the Company may repurchase its own shares
in accordance with laws, administrative regulations, departmental rules, normative documents,
the Hong Kong Listing Rules and other regulatory rules of the place where the shares of the
Company are listed and the Articles of Association:
(i) reducing the registered capital of the Company;
(ii) combined with another company holding shares of the Company;
(iii) using shares for employee stock ownership schemes or share incentives;
(iv) acquiring the shares of shareholders (upon their request) who vote against any
resolution adopted at the general meeting on the merger or division of the Company;
(v) using shares for converting convertible corporate bonds into shares issued by the
Company;
(vi) as required for the Company to maintain corporate value and shareholders’ interests;
(vii) other circumstances under which the shares of the Company may be repurchased as
permitted by laws, administrative regulations, departmental rules, normative
documents, the Hong Kong Listing Rules and other securities regulatory rules of the
place where the shares of the Company are listed.
The Company shall not engage in trading of the Company’s shares except under the
circumstances described above.
The Company may repurchase its own shares in any of the following manner:
(i) to make a repurchase offer to all shareholders in proportion to their respective
shareholdings;
(ii) to repurchase through open market transactions;
(iii) other means as permitted by laws, administrative regulations, the Hong Kong
Listing Rules and other securities regulatory rules of the place where the shares of
the Company are listed and the CSRC (if appropriate).
Where the Company repurchases its own shares under any of the circumstances specified
in items (iii), (v) and (vi) in the first paragraph above of the Articles of Association, public
centralized trading shall be adopted.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
– VI-2 –


--- page 665 ---
The repurchase by the Company of its own shares under any of the circumstances
specified in items (i) and (ii) in the first paragraph above of the Articles of Association shall
require a resolution of the general meeting; the repurchase by the Company of its own shares
under any of the circumstances specified in items (iii), (v) and (vi) in the first paragraph above
of the Articles of Association shall require a resolution of a Board meeting attended by
two-thirds or more of the directors, under the authorization of the general meeting and provided
that it complies with the applicable securities regulatory rules of the place where the shares of
the Company are listed. After the Company repurchasing its own shares pursuant to the
provisions of the first paragraph above, such shares shall be cancelled within 10 days from the
date of repurchase under the circumstance as described in item (i); such shares shall be either
transferred or cancelled within six months under the circumstances as described in items (ii)
and (iv).
The shares of the Company repurchased by the Company under the circumstances as
described in the provisions of items (iii), (v) and (vi) of the first paragraph above of the Articles
of Association shall not exceed 10% of the total number of issued shares of the Company and
shall be transferred or cancelled within three years; such repurchase shall be funded by
after-tax profits of the Company.
In the case of overseas-listed shares, if laws, regulations, the Hong Kong Listing Rules
and other securities regulatory rules of the place where the shares of the Company are listed
provide otherwise in respect of matters related to share repurchases, such provisions shall
prevail.
For any repurchase of its own shares by the Company, the obligation of information
disclosure shall be fulfilled in accordance with the relevant provisions of the Securities Law,
the securities regulatory rules of the place where the shares of the Company are listed, and the
CSRC and the Hong Kong Stock Exchange.
Transfer of shares
Shares already issued by the Company before the public offering shall not be transferred
within one year of the date on which the shares of the Company are listed on the Main Board
of the Hong Kong Stock Exchange.
The directors and senior management of the Company shall declare, to the Company,
information on their holdings of the shares of the Company and the changes thereto. The shares
transferable by them during each year of their term of office as determined at the time of
appointment shall not exceed 25% of the total shares they hold in the Company. They shall not
transfer their shares of the Company within half a year from the date of their resignation. The
shares that they hold in the Company shall not be transferred within one year of the date on
which the shares of the Company are listed and traded. If the securities regulatory rules of the
place where the shares of the Company are listed provide otherwise in respect of the transfer
restrictions on the Company’s shares, such provisions shall prevail.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
– VI-3 –


--- page 666 ---
Where the Company’s shareholders, directors or senior management who hold 5% or
more of the Company’s shares sell the Company’s shares or other securities with the nature of
equity they hold within six months of the relevant purchase, or purchase any share they have
sold within six months of the relevant sale, the proceeds generated therefrom shall be
incorporated into the profits of the Company, and the Board of Directors of the Company shall
recover the proceeds. However, this does not apply under circumstances where securities
companies hold 5% or more of the shares due to purchasing remaining shares after
underwriting and sale, or other circumstances stipulated by the regulatory rules of the place
where the shares of the Company are listed and the CSRC.
Shares or other securities with the nature of equity held by directors, senior management
and natural person shareholders as mentioned in the preceding paragraph shall include shares
or other securities with the nature of equity held by their spouses, parents or children, and held
by them by using other people’s accounts.
If the Board of Directors of the Company fails to comply with the first paragraph of this
article, the shareholders are entitled to request the Board of Directors to do so within 30 days.
If the Board of Directors of the Company fails to comply within the aforesaid period, the
shareholders are entitled to initiate a legal proceeding directly in the people’s court in their own
names for the interest of the Company.
If the Board of Directors of the Company fails to implement the provisions set forth in
the first paragraph of this article, the responsible directors shall bear joint and several liability
in accordance with law.
Register of shareholders
The Company shall make a register of shareholders based on the convener provided by
securities registrar and settlement institutions. The register of members shall be sufficient
evidence of the holding of shares in the Company by shareholders. Shareholders shall enjoy
rights and assume obligations in accordance with the class of shares they hold; shareholders
holding the same class of shares shall enjoy equal rights and assume equal obligations.
When the Company convenes shareholders’ meeting, distributes dividends, carries out
liquidation or other matters requiring the identification of shareholders, the Board or the
convener of the general meeting shall decide a record date. Shareholders whose names appear
on the register of members as at the end of the record date shall be the shareholders entitled
to the relevant rights and interests.
Where there are provisions in the Hong Kong Listing Rules on the period of closure of
register of members prior to a shareholders’ meeting or prior to the reference day on which the
Company decides to distribute dividends, such provision shall prevail.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
– VI-4 –


--- page 667 ---
Rights and Obligations of Shareholders
Shareholders of the Company are entitled to the following rights:
(i) to speak and vote at general meetings, except where they are required by the Hong
Kong Listing Rules to abstain from voting on individual matters;
(ii) to receive dividends and other distributions in other forms in proportion to the
number of shares held by them;
(iii) to request, summon, preside over, attend or appoint a proxy to attend general
meetings in accordance with law, to speak and exercise the corresponding voting
rights (except where individual shareholders are required by the Hong Kong Listing
Rules to abstain from voting on individual matters) at general meetings;
(iv) to oversee the Company’s business operations and make recommendations or
queries;
(v) to transfer, donate or pledge shares held by them in accordance with laws,
administrative regulations, departmental rules, normative documents, the Hong
Kong Listing Rules, other securities regulatory rules of the place where the shares
of the Company are listed and the Articles of Association;
(vi) to consult and replicate the Articles of Association, the register of members
(including the register of holders of H shares, the Company may close the register
of members in accordance with the provisions equivalent to Rule 632 of the
Companies Ordinance under Chapter 622 of the Laws of Hong Kong), minutes of
general meetings, resolutions of meetings of the Board and financial accounting
reports published or disclosed. A qualified shareholder may inspect the accounting
books and vouchers of the Company;
(vii) to participate in the distribution of the residual assets of the Company in the
proportion of the shares they hold in the event of its termination or liquidation;
(viii) to require the Company to purchase the shares of shareholders who vote against any
resolution adopted at the general meeting on the merger or division of the Company;
(ix) other rights prescribed by laws, administrative regulations, departmental rules,
normative documents, the Hong Kong Listing Rules, other securities regulatory
rules of the place where the shares of the Company are listed or the Articles of
Association.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
– VI-5 –


--- page 668 ---
The minority shareholders stake in the Company shall be able to convene an extraordinary
shareholders’ meeting and add resolutions to a meeting agenda. The minimum share required
to do so shall be 10% of the voting rights, on a one vote per share basis, in the share capital
of the Company.
The shareholders of the Company shall undertake the following obligations:
(i) abiding by laws, administrative regulations, departmental rules, normative
documents, the Hong Kong Listing Rules, other securities regulatory rules of the
place where the shares of the Company are listed and the Articles of Association;
(ii) paying the subscription monies based on the number of shares subscribed for and the
manners of subscription;
(iii) not withdrawing contributions for shares, unless otherwise stipulated by laws,
administrative regulations, departmental rules, normative documents, the Hong
Kong Listing Rules, other securities regulatory rules of the place where the shares
of the Company are listed and the Articles of Association;
(iv) not abusing shareholder’s rights to harm the interests of the Company or other
shareholders, and shall be liable for compensation in accordance with law if causing
losses to the Company or other shareholders; not abusing the independent legal
person status of the Company and the limited liability of shareholders to evade debts
and harm the interests of the Company’s creditors, and shall assume joint and
several liability for the Company’s debts if causing serious harms to the interests of
the Company’s creditors;
(v) any other obligations stipulated by laws, administrative regulations, departmental
rules, normative documents, the Hong Kong Listing Rules, other securities
regulatory rules of the place where the shares of the Company are listed and the
Articles of Association.
Where a shareholder utilizes two or more companies under its control to conduct the acts
specified in the preceding paragraph, each such company shall bear joint and several liability
for the corporate debts.
Controlling Shareholders and the Actual Controllers
The controlling shareholders and the actual controllers of the Company shall comply with
the following provisions:
(i) to exercise their rights as shareholders in accordance with the law and not abuse
their control or use their affiliation to prejudice the legitimate interests of the
Company or other shareholders;
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
– VI-6 –


--- page 669 ---
(ii) to strictly implement the public statements and undertakings made and shall not
change or waive them;
(iii) to fulfil information disclosure obligations in strict accordance with the relevant
regulations, to proactively cooperate with the Company in information disclosure
and to inform the Company in a timely manner of material events that have occurred
or are proposed to occur;
(iv) not to appropriate the Company’s funds in any way;
(v) not to order, instruct or request the Company and relevant personnel to provide
guarantees in violation of laws and regulations;
(vi) not to make use of the Company’s undisclosed material information to gain benefits,
not to disclose in any way undisclosed material information relating to the
Company, and not to engage in insider trading, short-swing trading, market
manipulation and other illegal and unlawful acts;
(vii) not to prejudice the legitimate rights and interests of the Company and other
shareholders through unfair related transactions, profit distribution, asset
restructuring, foreign investment or any other means;
(viii) to ensure the integrity of the Company’s assets, and the independence of personnel,
finance, organisation and business, and not to affect the independence of the
Company in any way;
(ix) any provision stipulated by laws, administrative regulations, departmental rules,
normative documents, the Hong Kong Listing Rules, other securities regulatory
rules of the place where the shares of the Company are listed and the Articles of
Association.
Where a controlling shareholder or an actual controller of the Company does not act as
a director of the Company but actually carries out the affairs of the Company, the provisions
of the Articles of Association relating to the duties of loyalty and diligence of directors shall
apply.
Where a controlling shareholder or an actual controller of the Company instructs a
director or senior management to engage in an act that is detrimental to the interests of the
Company or the shareholders, he/she shall be jointly and severally liable with such director or
senior management.
Where a controlling shareholder or an actual controller pledges the shares of the Company
that he/she holds or actually controls, he/she shall maintain the stability of the Company’s
control and production operations.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
– VI-7 –


--- page 670 ---
SHAREHOLDERS’ MEETINGS
General provisions for shareholders’ meetings
The shareholders’ meeting comprises all shareholders and is the organ of authority of the
Company, and shall exercise the following functions according to law:
(i) to elect and replace the directors and to decide on the matters relating to the
remuneration of directors;
(ii) to consider and approve the reports of the Board of Directors;
(iii) to consider and approve the profit distribution plans and loss recovery plans of the
Company;
(iv) to make a resolution on the increase or decrease of the registered capital of the
Company;
(v) to make a resolution on the issuance of corporate bonds;
(vi) to make a resolution on the merger, division, dissolution, liquidation or change in
corporate form of the Company;
(vii) to amend the Articles of Association;
(viii) to make a resolution on the Company’s engagement and dismissal of an accounting
firm engaged in the audit work of the Company and the audit fee of the accounting
firm;
(ix) to consider and approve the transactions prescribed in article 41 of the Articles of
Association;
(x) to consider and approve the guarantees prescribed in article 42 of the Articles of
Association;
(xi) to consider the purchase or sale of material assets by the Company in excess of 30%
of the Company’s latest audited total assets within one year;
(xii) to consider and approve transactions between the Company and its affiliated parties
that meet the requirements for approval by the general meeting under the Hong
Kong Listing Rules;
(xiii) to consider and approve changes in the use of proceeds;
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
– VI-8 –


--- page 671 ---
(xiv) to consider the share incentive schemes and/or the employee stock ownership
schemes;
(xv) to consider other matters on which decisions shall be made by the general meeting
as required by laws, administrative regulations, departmental rules, normative
documents, the Hong Kong Listing Rules, other securities regulatory rules of the
place where the shares of the Company are listed or the Articles of Association.
The transactions in which the Company receives benefits unilaterally, including receiving
monetary assets as gift, debt relief, accepting guarantees and assistance etc., may be exempt
from the consideration procedure at the general meeting set forth in item (ix) of the first
paragraph of this article. The transactions between the Company and its majority-owned
subsidiaries within the scope of its consolidated statements or between the above-mentioned
majority-owned subsidiaries shall be exempt from the consideration procedure at the general
meeting set forth in item (x) of the first paragraph of this article, unless where otherwise
provided or where the legitimate rights and interests of shareholders are impaired.
General meetings are classified into annual general meetings and extraordinary general
meetings. Annual general meetings shall be convened once a year within six months from the
end of the previous fiscal year.
Under any of the following circumstances, the Company shall convene an extraordinary
general meeting within two months from the date of the occurrence of the circumstance:
(i) when the number of directors is less than two thirds of the number prescribed by law
and the number specified in the Articles of Association;
(ii) when the unrecovered losses of the Company amount to one third of the total share
capital;
(iii) when shareholders individually or collectively holding 10% or more shares of the
Company make such request;
(iv) when the Board of Directors deems it necessary;
(v) when the Audit Committee proposes to hold such a meeting;
(vi) when the number of independent non-executive directors falls short of the statutory
minimum specified in law;
(vii) other circumstances as stipulated in applicable laws, administrative regulations,
departmental rules, normative documents, the Hong Kong Listing Rules and other
securities regulatory rules of the place where the shares of the Company are listed
or the Articles of Association.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
– VI-9 –


--- page 672 ---
The number of shares held as described in item (iii) above shall be calculated as per the
shares of the Company held by the shareholder on the date when such written request is made
by such shareholder or if such date is a non-trading day, the close of trading day immediately
prior to date of such written request.
Convening of general meetings
General meetings shall be convened by the Board of Directors. The publication of notices
of general meetings (including supplementary notices) shall comply with the relevant laws and
regulations and the securities regulatory rules of the place where the shares of the Company
are listed.
The Audit Committee shall have the right to propose to the Board of Directors the
convening of an extraordinary general meeting and shall submit the proposal in writing to the
Board of Directors. The Board of Directors shall, in accordance with laws, administrative
regulations and the provisions of the Articles of Association, provide written feedback on
whether it agrees or disagrees with the convening of the extraordinary general meeting within
ten days after receiving the proposal.
If the Board of Directors agrees to convene an extraordinary general meeting, it shall
issue a notice to convene the general meeting within five days after a resolution of the Board
of Directors is made, and any changes to the original proposal in the notice shall be subject to
the consent of the Audit Committee.
If the Board of Directors does not agree to convene an extraordinary general meeting or
fails to provide feedback within ten days after receiving the proposal, it shall be deemed that
the Board of Directors is unable to perform or does not perform its duty to convene the general
meeting, and the Audit Committee may convene and preside over the meeting on its own
initiative.
Shareholders who individually or collectively hold ten per cent or more of the shares of
the Company shall have the right to request the Board of Directors to convene an extraordinary
general meeting and shall submit the request in writing to the Board of Directors. The Board
of Directors shall, in accordance with the provisions of laws, administrative regulations, the
Hong Kong Listing Rules and the Articles of Association, provide written feedback to the
shareholders on whether it agrees or disagrees with the convening of the extraordinary general
meeting within ten days after receiving the request.
If the Board of Directors agrees to convene an extraordinary general meeting, it shall
issue a notice to convene the general meeting within five days after a resolution of the Board
of Directors is made, and any changes to the original request in the notice shall be subject to
the consent of the relevant shareholders.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
– VI-10 –


--- page 673 ---
If the Board of Directors does not agree to convene an extraordinary general meeting or
fails to provide feedback within ten days after receiving the request, shareholders who
individually or collectively hold ten per cent or more of the Company’s shares shall have the
right to propose to the Audit Committee that an extraordinary general meeting be convened and
shall submit their request in writing to the Audit Committee.
If the Audit Committee agrees to convene an extraordinary general meeting, it shall issue
a notice to convene the meeting within five days of receipt of the request, and any changes to
the original request in the notice shall be subject to the consent of the relevant shareholders.
If the Audit Committee fails to issue the notice of general meeting within the prescribed
period, it shall be deemed that the Audit Committee would not summon and preside over the
general meeting, and shareholders who individually or collectively hold 10% or more of the
shares of the Company for more than 90 consecutive days may convene and preside over the
meeting on their own initiative. Prior to the announcement of the resolution adopted at the
general meeting, shareholders convening the general meeting shall jointly hold 10% or more
of the Company’s shares.
Where laws, administrative regulations, rules or relevant rules of the securities regulatory
authorities in the place where the shares of the Company are listed otherwise provide, such
provisions shall prevail.
Independent non-executive directors shall have the right to propose the convening of an
extraordinary general meeting to the Board of Directors. For such a proposal, the Board of
Directors shall, in accordance with laws, administrative regulations, the Hong Kong Listing
Rules and the Articles of Association, provide written feedback on whether it agrees or
disagrees with the convening of the extraordinary general meeting within 10 days after
receiving the proposal.
If the Board of Directors agrees the convening of the extraordinary general meeting, it
shall issue a meeting notice within 5 days after passing the relevant resolution. If the Board of
Directors disagrees the convening of the extraordinary general meeting, it shall state the
reasons and notify all shareholders through appropriate means.
If the Audit Committee or shareholders decide to convene a general meeting on their own
initiative, they shall provide written notice to the Board of Directors.
Prior to the conclusion of the general meeting, the shareholding percentage of the
convening shareholders shall not be lower than 10%.
When issuing the notice of the general meeting and announcing the resolutions of the
general meeting, the Audit Committee or convening shareholders shall submit relevant
supporting documents (if required) to the securities regulatory authorities at the Company’s
place of registration and the stock exchange of the place where the shares of the Company are
listed, in compliance with applicable regulations.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
– VI-11 –


--- page 674 ---
Proposals of general meetings
When the Company convenes a general meeting, the Board of Directors, the Audit
Committee, or shareholder(s) individually or collectively holding 1% or more of the
Company’s shares may submit proposals to the Company.
Shareholder(s) individually or collectively holding 1% or more of the Company’s shares
may submit interim proposals in writing to the convener 10 days before the general meeting.
The convener shall issue a supplementary notice of the general meeting within 2 days after
receiving such proposals, specifying the content of the interim proposals and submitting such
interim proposals to the general meeting for consideration. However, interim proposals
violating laws, administrative regulations, or the Articles of Association, or beyond the scope
of powers and functions of the general meeting, shall be excluded.
Except as provided in the preceding paragraph, after issuing the notice of the general
meeting, the convener shall not modify the proposals listed in the notice of the general meeting
or add new proposals.
Proposals not included in the notice of the general meeting or not in compliance with
laws, regulations or the Articles of Association shall not be voted on and no resolution shall
be passed thereon at the general meeting.
Notices of general meetings
The convener shall issue a written notice to shareholders at least 21 days before the date
fixed for holding an annual general meeting, and a written notice to shareholders at least 10
business days or 15 days before the date fixed for holding an extraordinary general meeting.
Where laws, regulations, and the securities regulatory authorities or stock exchange of the
place where the shares of the Company are listed provide otherwise, such provisions shall
prevail. If the general meeting is required to be postponed under the securities regulatory rules
of the place where the shares of the Company are listed due to the publication of a
supplementary notice of the general meeting, the meeting shall be postponed in accordance
with the securities regulatory rules of the place where the shares of the Company are listed.
For the purpose of calculating the notice period, the date of the meeting shall be excluded.
Where laws, regulations, or the securities regulatory authorities of the place where the shares
of the Company are listed provide otherwise, such provisions shall prevail.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
– VI-12 –


--- page 675 ---
Holding of general meetings
A general meeting shall have a venue and shall be held as an on-site meeting. All
shareholders whose names appear on the register of members on the record date or their proxies
are entitled to attend the general meeting and exercise voting rights in accordance with laws,
regulations, the Hong Kong Listing Rules, other securities regulatory rules of the place where
the shares of the Company are listed, and the Articles of Association, unless certain
shareholders are required to abstain from voting on particular matters as required by the Hong
Kong Listing Rules.
The shares held by the Company do not carry any voting rights, and shall not be counted
towards the total number of voting shares represented by shareholders attending a general
meeting.
The Company’s majority-owned subsidiaries shall not acquire shares of the Company. If
a majority-owned subsidiary of the Company holds shares of the Company due to company
merger, exercise of pledge rights, etc., it shall not exercise the voting rights carried by the
shares held and shall dispose of the relevant shares of the Company in a timely manner. Before
the elimination of the aforementioned circumstances, such subsidiary shall not exercise the
voting rights carried by the shares held, and such shares shall not be counted towards the total
number of voting shares present at the general meeting.
Shareholders may attend the general meeting in person or by proxy (who need not be a
shareholder of the Company) to attend and vote on their behalf at the meeting. Shareholders
who appoint proxies to attend the general meeting shall specify the matters, authority, and
duration of the proxy.
An individual shareholder who attends the meeting in person shall produce his/her
identity card or other valid document or proof evidencing his/her identity, and proof of
shareholding; a proxy appointed to attend the meeting on behalf of others shall produce his/her
own valid identity document, proxy form issued by the shareholder, and proof of shareholding.
If the shareholder is a recognized clearing house (or its nominee) as defined in the
relevant ordinances enacted in Hong Kong from time to time, such shareholder may authorize
one or more persons as it deems appropriate to act its representative at any general meeting or
class meeting or creditors’ meeting; however, if more than one person is so authorized, the
authorization shall specify the number and class of shares in respect of which each person is
so authorized. A person so authorized may exercise rights on behalf of the recognized clearing
house (or its nominee) without producing proof of shareholding, notarized authorization,
and/or further evidence to confirm his/her formal authorization as if such person were an
individual shareholder of the Company, enjoying the same legal rights as other shareholders,
including the right to speak and vote.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
– VI-13 –


--- page 676 ---
A corporate shareholder/partnership shareholder shall attend the meeting by its legal
representative/executive partner or proxy(ies) appointed by the legal representative/executive
partner, and if the corporate shareholder/partnership shareholder has appointed proxy(ies) to
attend any meeting, it shall be deemed to have attended in person. A legal
representative/executive partner attending the meeting shall produce his/her identity card, valid
proof evidencing his/her qualification as legal representative, and corresponding proof of
shareholding; a proxy appointed to attend the meeting shall produce his/her own identity card
and a written power of attorney duly issued by the legal representative of the corporate
shareholder (unless the shareholder is a recognized clearing house (or its nominee) as defined
in the relevant ordinances enacted in Hong Kong from time to time or the securities regulatory
rules of the place where the shares of the Company are listed, in which case the corporate
shareholder/partnership shareholder may execute the proxy form through its duly authorized
person) and corresponding proof of shareholding.
A non-corporate organization shareholder shall attend the meeting by the principal officer
(where the non-corporate organization shareholder is a partnership, if its executive partner is
a natural person, the executive partner shall be the principal officer; if its executive partner is
a corporation or non-corporate organization, the representative appointed by the executive
partner shall be the principal officer, and the same applies hereinafter) or the proxy appointed
by the principal officer. Where the principal officer attends the meeting, he/she shall produce
his/her own identity card, valid proof evidencing his/her capacity as the principal officer and
the corresponding proof of shareholding. Where a proxy is appointed to attend the meeting, the
proxy shall produce his/her own identity card, the original of the written proxy form issued by
the principal officer of the non-corporate organization shareholder according to law (affixed
with common seal of the non-corporate organization shareholder) and the corresponding proof
of shareholding.
Voting of general meetings
Shareholders (including those present at the general meeting by proxies) shall exercise
their voting rights in line with the amount of the shares with voting rights they represent, each
share shall carry one vote, unless the individual shareholders are required to abstain from
voting on individual matters as required by the Hong Kong Listing Rules, or the shareholder
is a class shareholder.
On a poll taken at a meeting, shareholders (including proxies) entitled to two or more
votes need not cast all of their votes in favor of, or against.
If any shareholder is required to abstain from voting on any particular matter or restricted
to voting only for or against any particular matter as required by the Hong Kong Listing Rules,
the shareholder shall abstain from voting, and the votes cast by or on behalf of such
shareholders in contravention of such requirements or restrictions shall not be counted.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
– VI-14 –


--- page 677 ---
When material issues affecting the interests of minority shareholders are considered at a
general meeting, the votes of minority shareholders shall be counted separately. The separate
votes counting results shall be disclosed publicly in a timely manner.
The shares held by the Company do not carry any voting rights, and shall not be counted
towards the total number of voting shares represented by shareholders attending a general
meeting.
When the shareholders’ meeting considers matters relating to affiliated transactions, the
affiliated shareholders shall not participate in voting by ballot and the number of shares with
voting rights represented by them shall not be counted towards the total number of valid votes.
The resolutions of the general meeting shall fully disclose the votes by non-affiliated
shareholders (subject to the request of the Hong Kong Stock Exchange).
Before the shareholders’ meeting considers matters relating to affiliated transactions, the
Company shall determine the scope of affiliated shareholders in accordance with relevant laws,
regulations and the securities regulatory rules of the place where the shares of the Company
are listed. Affiliated shareholders or their proxies may attend the general meeting, and may
clearly state their views to the shareholders in accordance with the procedures of the meeting,
but they shall abstain from voting by ballot.
Where the general meeting votes matters relating to affiliated transactions, affiliated
shareholders shall abstain from voting. If affiliated shareholders fail to abstain from voting,
other shareholders attending the meeting shall have the right to request them to abstain from
voting. After affiliated shareholders have abstained from voting, other shareholders shall vote
according to their voting rights and pass the corresponding resolutions in accordance with the
provisions of the Articles of Association. The chairman of the general meeting shall inform the
affiliated shareholders of the voting avoidance and voting procedures, which shall be recorded
in the meeting minutes.
When the general meeting makes a resolution on affiliated transactions, it shall be passed
by more than half or two-thirds or more of the voting rights held by the non-affiliated
shareholders present at the general meeting, depending on the difference between an ordinary
resolution and a special resolution. Two representatives of non-affiliated shareholders shall
participate in the counting and scrutinizing of votes on affiliated transactions.
In order to be valid, the resolutions made at the general meeting on matters relating to
connected transactions shall be passed by more than half of the votes cast by the non-connected
shareholders attending the general meeting. However, in order to be valid, in the event of such
affiliated transaction involving matters that need to be passed by special resolution as
stipulated in the Articles of Association, the resolutions of the general meeting must be passed
by two-thirds or more of the voting rights held by the non-affiliated shareholders attending the
general meeting. Where the affiliated shareholders fail to disclose the connected relationship
or abstain from voting in respect of the connected matters in accordance with the aforesaid
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
– VI-15 –


--- page 678 ---
procedures, all resolutions in respect of such connected matters shall be invalid and shall be
voted again. Where an announcement is involved, the announcement of the resolution of the
general meeting shall fully disclose the voting of the non-affiliated shareholders.
Resolution of general meetings
Resolutions at general meetings are divided into ordinary resolutions and special
resolutions.
An ordinary resolution at a general meeting shall be passed by more than half of the
voting rights held by the shareholders present at the general meeting (including those present
at the general meeting by proxies).
A special resolution at a general meeting shall be passed by two-thirds or more of the
voting rights held by the shareholders present at the general meeting (including those present
at the general meeting by proxies).
The following matters shall be adopted by an ordinary resolution of the general meeting:
(i) working reports of the Board of Directors and the Audit Committee;
(ii) the profit distribution plans and loss recovery plans prepared by the Board of
Directors;
(iii) the appointment and removal of members of the Board of Directors and the Audit
Committee and their remuneration and payment method thereof;
(iv) matters other than those prescribed by laws, administrative regulations,
departmental rules, normative documents, the Hong Kong Listing Rules and other
securities regulatory rules of the place where the shares of the Company are listed
or the Articles of Association that shall be adopted by special resolution.
The following matters shall be adopted by special resolution of the general meeting:
(i) increase or reduction of the registered capital of the Company;
(ii) division, merger, dissolution, change in corporate form and liquidation of the
Company;
(iii) amendments to the Articles of Association;
(iv) purchase or sale of material assets or guarantees to others by the Company in excess
of 30% of the Company’s latest total audited assets within one year;
(v) share incentive schemes and employee stock ownership schemes;
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
– VI-16 –


--- page 679 ---
(vi) other matters that shall be decided by the general meeting as stipulated in laws,
administrative regulations, departmental rules, normative documents, the Hong
Kong Listing Rules, other securities regulatory rules of the place where the shares
of the Company are listed or the Articles of Association, and those matters
determined by a general meeting via ordinary resolution as having a material impact
on the Company and are required to be adopted by a special resolution.
DIRECTORS AND BOARD OF DIRECTORS
Directors
Directors are elected or replaced at a general meeting and may be removed from office
by an ordinary resolution at the general meeting before the expiration of the term of office of
any director (including an executive director), provided that such removal shall be without
prejudice to any claim for damages that such director may have under any contract. A director
shall hold office for a term of three years and shall be eligible for re-election upon expiration
of his/her term of office. A director may not be dismissed at the general meeting without any
cause before the expiration of his or her term of office. The Company may remove any director
from office before the expiration of his/her term of office by way of an ordinary resolution at
the general meeting, subject to compliance with the provisions of relevant laws and
administrative regulations.
The term of office of a director shall commence from the date of taking the position until
the expiration of the term of office of the current session of the Board of Directors. Where a
re-election fails to be carried out in a timely manner upon the expiration of the term of office
of a director, such director shall continue to perform his/her duties as a director in accordance
with laws, administrative regulations, departmental rules, the Hong Kong Listing Rules, other
securities regulatory rules of the place where the shares of the Company are listed and the
Articles of Association until the newly elected director assumes the office.
Any person appointed by the Board of Directors as a director to fill a casual vacancy on
the Board of Directors or as an addition to the Board of Directors shall hold office only until
the first annual general meeting after appointment and shall then be eligible for re-election.
A director who resigns shall submit a written notice to the Company, and the resignation
shall become effective on the date the Company receives the notice. However, in the
circumstances described in the preceding article, the director shall continue to perform his/her
duties.
A director may be concurrently served by senior executive, but the total number of
directors concurrently serving as senior management and who are employee representatives
shall not exceed one-half of the total number of directors of the Company.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
– VI-17 –


--- page 680 ---
Board of Directors
The Board of Directors shall consist of 9 directors including 3 independent non-executive
directors, with 1 chairman. The directors shall be elected or replaced by the general meeting.
The Board of Directors may have employee representatives. Where the Company has over
300 employees, except where the Company shall have the Audit Committee and representatives
employees, the Board of Directors shall have the employee representatives. The employee
representatives of the Board of Directors shall be directly elected by the employees of the
Company through the employee congress, employee representative assembly, trade union or by
other forms of democratic election.
The Board of Directors shall exercise the following functions:
(i) to summon general meetings and report its works to the general meeting;
(ii) to implement resolutions of the general meeting;
(iii) to decide on the Company’s business plan and investment project;
(iv) to approve annual financial budget proposals and final accounts proposals for the
Company;
(v) to formulate the profit distribution plans and loss recovery plans of the Company;
(vi) to formulate the plan for any increase or reduction in the registered capital, issue of
bonds or other bonds and the listing of the Company;
(vii) to formulate the plans for major acquisitions of the Company, acquisition of the
Company’s shares or mergers, division, dissolutions and changes in corporate form
of the Company;
(viii) to decide on matters such as external investment, entrusted wealth management,
acquisition and sale of assets, pledge of assets, external guarantee and affiliated
transactions of the Company within the scope of authorization as stipulated by laws,
regulations and the Articles of Association or within the scope of authorization of
the general meeting;
(ix) to decide on the establishment of the internal management organization of the
Company;
(x) to decide on the appointment or dismissal of the manager and the secretary to the
Board of Directors of the Company; and to decide on the matters of appointment or
dismissal of senior management such as the deputy manager, the chief financial
officer, and to decide on the remuneration, rewards and punishments of them upon
nomination by the manager;
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
– VI-18 –


--- page 681 ---
(xi) to formulate the basic management system of the Company;
(xii) to formulate the amendments to the Articles of Association;
(xiii) to manage corporate information disclosure matters;
(xiv) to submit to the general meeting a request for the engagement or replacement of the
accounting firm auditing for the Company;
(xv) to receive reports on the work of the Company’s manager and checking the work of
the manager;
(xvi) such other functions and powers granted by laws, administrative regulations,
departmental rules and regulations, the securities regulatory rules of the place where
the shares of the Company are listed, the Articles of Association or the general
meeting.
Matters exceeding the scope of authority delegated by the general meeting shall be
submitted to the general meeting for consideration.
The Board of Directors shall have one chairman, who shall be elected by more than half
of all directors. The Board of Directors shall not have a vice chairman.
The Board of Directors shall meet at least four times a year (around once a quarter), such
meeting shall be convened by the chairman of the Board of Directors, with written notice to
all directors 14 days prior to the meeting.
Shareholders representing at least one-tenth of the voting rights, more than half
independent non-executive directors, one-third or more of the directors or the Audit Committee
may propose the convening of an extraordinary meeting of the Board of Directors. The
chairman of the Board of Directors shall summon and chair a meeting of the Board of Directors
within ten days from the receipt of the proposal.
The means and time limit of the notice of the regular meeting of the Board of Directors
shall be as follows: the written notice shall be given 14 days prior to the meeting. Where the
Board of Directors convenes an extraordinary meeting, it shall notify all directors in writing
3 days prior to the meeting. The Board meeting may be convened immediately with the consent
of all directors.
The Board meeting shall not be held unless more than half of the directors are present.
A resolution of the Board of Directors must be approved by more than half of all directors. The
resolution of the Board of Directors on the external guarantee of the Company must be
approved by more than two-thirds of the directors present at the Board meeting, otherwise it
must be submitted to the general meeting for approval. Without the approval of the Board of
Directors or the general meeting, the Company shall not provide external guarantee.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
– VI-19 –


--- page 682 ---
The voting on resolutions of the Board of Directors shall be made on a one-person-one-
vote basis.
Where the directors, general manager and other senior management of the Company have
important interests, whether directly or indirectly, in the contracts, transactions and
arrangements entered into or planned to be entered into by the Company (other than contracts
of employment between the Company and its directors and senior management), the nature and
extent of their interest shall be disclosed to the Board of Directors as soon as possible, no
matter whether or not the relevant matter would normally require the approval and consent of
the Board of Directors.
Where a director or his/her associate (as defined in the Hong Kong Listing Rules as in
force from time to time) is affiliated with or is interested in the matter or business to which the
Board of Directors has resolved in a meeting, the director shall report in writing to the Board
of Directors in a timely manner, except as permitted by laws and regulations and securities
regulatory rules of the place where the share of the Company are listed, (i) such director shall
not exercise his/her voting rights in respect of such resolution and shall not exercise his/her
voting rights on behalf of any other director; (ii) such director shall not be counted for the
purpose of determining whether a quorum is present at such meeting of the Board of Directors.
Such meeting of Board of Directors shall be held in the presence of a majority of the
non-affiliated directors and a resolution at such meeting of the Board of Directors shall be
approved by more than half of the non-affiliated directors; (iii) if the number of non-affiliated
directors present at such meeting of the Board of Directors is less than three, the matter shall
be submitted to a general meeting for consideration.
The voting by the Board of Directors in respect of “connected transactions” under the
Hong Kong Listing Rules shall comply with the relevant provisions of the Hong Kong Listing
Rules.
Special committees under the Board of Directors
The Board of Directors of the Company has established four special committees, namely
the Audit Committee, the Nomination Committee, the Strategy Committee and the
Remuneration and Assessment Committee. The special committees are accountable to the
Board of Directors and perform their duties in accordance with the Articles of Association and
the authorization of the Board of Directors, and their proposals shall be submitted to the Board
of Directors for consideration and approval. All members of the special committees shall be
directors. The Board of Directors shall formulate the working rules for each of the special
committees of the Board of Directors and regulate the operation of the special committees.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
– VI-20 –


--- page 683 ---
SENIOR MANAGEMENT
General manager
The Company shall have a general manager and shall be appointed or dismissed by the
Board of Directors.
The Company shall have a number of deputy general managers, who shall be nominated
by the general manager and appointed or dismissed by the Board of Directors.
The managers shall be accountable to the Board of Directors and exercise the following
functions and powers:
(i) to preside over the production and management works of the Company, organizing
the implementation of resolutions of the Board of Directors and reporting to the
Board of Directors;
(ii) to organize the implementation of the Company’s annual business plan and
investment projects;
(iii) to formulate plans for the establishment of the Company’s internal management
organization;
(iv) to formulate the basic management system of the Company;
(v) to establish the specific regulations of the Company;
(vi) to propose to the Board of Directors the appointment or dismissal of the deputy
general manager and the chief financial officer of the Company;
(vii) to decide on the appointment or dismissal of officers other than those who should
be appointed or dismissed by decision of the Board of Directors;
(viii) such other functions and powers as may be conferred by the Articles of Association
or by the Board of Directors.
The general manager may be present at meetings of the Board of Directors as an observer,
but has no voting rights at the meetings if he/she is not a director of the Company.
Board Secretary
The Company shall have a Board Secretary, who shall be responsible for the preparation
of shareholders’ meetings and meetings of the Board of Directors of the Company, the custody
of documents and the management of the shareholders’ information of the Company, and the
handling of information disclosure matters.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
– VI-21 –


--- page 684 ---
FINANCIAL ACCOUNTING SYSTEM, PROFIT DISTRIBUTION AND AUDIT
Financial accounting system
The Company shall establish its financial and accounting system pursuant to laws,
administrative regulations and provisions of relevant authorities of China. The Company shall
prepare a financial report at the end of each accounting year, and such financial statement shall
be reviewed and verified by accounting firms according to laws.
Profit distribution
When distributing after-tax profits, the Company shall allocate 10% of the profits to its
statutory reserve. If the cumulative amount of the statutory reserve reaches 50% or more of the
Company’s registered capital, further allocation is not required.
If the statutory reserve of the Company is insufficient to cover the losses incurred in
previous years, the Company shall use profits for the year to make up for such losses before
making allocations to the statutory reserve in accordance with the preceding paragraph.
After making allocations to the statutory reserve from after-tax profits, the Company may,
upon resolution of the general meeting, make allocations to the discretionary reserve from the
after-tax profits.
The remaining after-tax profits, after covering losses and making allocations to reserves,
shall be distributed to shareholders in proportion to their shareholdings.
If the general meeting distributes profits to shareholders before the Company covers
losses or makes allocations to the statutory reserve in violation of the requirements of the
preceding paragraph of this Article, shareholders shall return the profits distributed in violation
of the preceding paragraph to the Company; for any losses caused to the Company, the
shareholders and responsible directors, supervisors, and senior management shall be liable for
compensation.
No profit distributions shall be made in respect of the shares of the Company held by
itself.
The Company shall appoint one or more receiving agents for H shareholders in Hong
Kong. Such receiving agents shall receive and hold the dividends and other payments
distributed by the Company in respect of H shares on behalf of the relevant H shareholders
until disbursement to such H shareholders. Receiving agents appointed by the Company shall
comply with applicable laws, regulations, and securities regulatory rules of the place where the
Company’s shares are listed. The receiving agent appointed by the Company for overseas listed
foreign shareholders listed on the Hong Kong Stock Exchange shall be a trust company
registered under the Hong Kong Trustee Ordinance.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
– VI-22 –


--- page 685 ---
The Company’s reserves shall be used to cover losses, expand production and operations,
or increase registered capital of the Company.
When using reserves to cover losses, the Company shall first utilize the discretionary
reserve and the statutory reserve. If the reserves are insufficient to make up for losses, the
capital reserve may be used as permitted by regulations.
When using the statutory reserve to increase registered capital, the retained amount in the
reserve shall not be less than 25% of the registered capital prior to the increase.
If a proposal for cash dividends, bonus shares, or conversion of capital reserve into share
capital is approved at a general meeting, the Company shall implement the specific plan
therefor within two months after the conclusion of the meeting. If the requirements of laws,
regulations, or the securities regulatory rules of the place where the shares of the Company are
listed prevent such implementation within two months, the implementation timeline may be
adjusted in accordance with such requirements and actual circumstances.
The Company may distribute dividends in cash, shares, or other methods permitted by
law.
Internal audit
The Company shall implement an internal audit system and clarify the leadership system,
responsibilities and authorities, personnel allocation, funding guarantee, application of audit
results and accountability for internal audit. The Company’s internal audit system shall be
implemented upon approval of the Board of Directors and shall be disclosed publicly.
The internal audit institution of the Company shall conduct supervision and inspection on
the Company’s business activities, risk management, internal control, financial information
and other matters.
The internal audit institution is accountable to the Board of Directors. During the
supervision and inspection of the Company’s business activities, risk management, internal
control, and financial information, the internal audit institution shall be subject to the oversight
and guidance of the Audit Committee. If the internal audit institution discovers any significant
issues or leads, it shall immediately report directly to the Audit Committee.
Appointment of accounting firms
The Company shall engage accounting firms which are in compliance with the
requirements of the Securities Law, the Hong Kong Listing Rules, and other securities
regulatory rules of the place where the shares of the Company are listed to provide financial
statement audit, net assets verification, and other relevant consulting services. The engagement
term shall be one year and may be renewed.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
– VI-23 –


--- page 686 ---
The appointment and dismissal of an accounting firm must be decided by the general
meeting, and the Board of Directors may not appoint an accounting firm prior to the decision
of the general meeting. The appointment, dismissal, or removal of an accounting firm shall be
decided by the general meeting by way of an ordinary resolution.
Notices
A notice of the Company shall be delivered by:
(i) hand;
(ii) post;
(iii) written fax;
(iv) facsimile, email or post;
(v) public announcements;
(vi) publication on the website designated by the Company and the website designated
by the Hong Kong Stock Exchange, subject to the compliance with laws,
administrative regulations and the securities regulatory rules of the place where the
shares of the Company are listed;
(vii) any other means approved by laws, administrative regulations, normative
documents, the securities regulatory authorities of the place where the shares of the
Company are listed or provided in the Articles of Association.
Dissolution and liquidation of the Company
The Company is dissolved due to the following reasons:
(i) the term of its operation set out in the Articles of Association has expired or other
events of dissolution specified in the Articles of Association have occurred;
(ii) the general meeting has resolved to dissolve the Company;
(iii) the Company is dissolved by reason of its merger or division;
(iv) the business license is revoked, or the business is ordered to close down or is
revoked, in accordance with laws;
(v) where the Company encounters serious difficulties in its operation and management
and its continuance would cause a significant loss to the interest of shareholders, and
such difficulties cannot be resolved through other means, in which case shareholders
who hold more than 10% of the voting rights of the Company may present a petition
to the people’s court for the dissolution of the Company.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
– VI-24 –


--- page 687 ---
The Company shall, within ten days upon occurrence of the causes for dissolution
specified in the preceding paragraph, announce the causes for dissolution through the National
Enterprise Credit Information Publicity System.
The Company may continue in existence by amending the Articles of Association or upon
a resolution of the general meeting under any of the circumstances prescribed in item (i) or (ii)
above of the Articles of Association and it has not distributed the assets to its shareholders.
Any amendment to the Articles of Association or resolution of the general meeting under
the preceding paragraph shall be subject to the consent of shareholders with two-thirds or more
of the voting rights present at the shareholders’ meeting.
Where the Company is to be dissolved pursuant to item (i), (ii), (iv) or (v) above of the
Articles of Association, it shall be liquidated. The directors, who are the liquidation obligors
of the Company, shall form a liquidation committee to commence the liquidation process
within 15 days from the date when the event of dissolution occurs.
The liquidation committee shall be composed of the directors, unless it is otherwise
elected by the general meeting. The liquidation obligors shall be liable for compensation if they
fail to fulfill their obligations of liquidation in a timely manner, and thus any loss is caused to
the Company or the creditors. The Company fails to form a liquidation committee to liquidate
the Company within the prescribed period of time or the liquidation committee fails to
liquidate the Company, any interested party may petition the people’s court to appoint the
relevant persons to establish a liquidation committee and liquidate the Company.
Amendments to the Articles of Association
The Company shall amend the Articles of Association in any of the following
circumstances:
(i) after the amendment to the Company Law, any other relevant law, administrative
regulation, departmental rules, normative documents and the Hong Kong Listing
Rules, any provision of the Articles of Association is in conflict with the amended
law, administrative regulation, departmental rules, normative documents and Hong
Kong Listing Rules;
(ii) any change of the Company results in inconsistency with the relevant provisions of
the Articles of Association;
(iii) the general meeting decides to amend the Articles of Association.
APPENDIX VI SUMMARY OF ARTICLES OF ASSOCIATION
– VI-25 –


--- page 688 ---
A. FURTHER INFORMATION ABOUT OUR COMPANY AND OUR SUBSIDIARIES
1. Incorporation
Our Company was established as a limited liability company in the PRC on January 18,
2007, and further converted into a joint stock company with limited liability on August 14,
2020.
As of the date of this prospectus, our registered office and head office are located at No.
168, Y uanfeng Road, Y ushan Town, Kunshan, Jiangsu Province, the PRC. Accordingly, our
Company’s corporate structure and Articles of Association are subject to the relevant laws and
regulations of the PRC. A summary of the relevant provisions of our Articles of Association is
set out in “Appendix VI — Summary of Articles of Association.” A summary of certain
relevant aspects of the laws and regulations of the PRC is set out in “Appendix V — Summary
of Principal Laws and Regulations.”
Our Company has established a principal place of business in Hong Kong at 40/F, Dah
Sing Financial Centre, No. 248 Queen’s Road East, Wanchai, Hong Kong. We were registered
with the Registrar of Companies in Hong Kong as a non-Hong Kong company under Part 16
of the Companies Ordinance on May 8, 2025. Ms. YU Anne ( Яτ֋) has been appointed as
the authorized representative of our Company for the acceptance of the service of process on
behalf of the Company in Hong Kong. The address for the service of process is the same as
our principal place of business in Hong Kong.
2. Changes in Share Capital of Our Company
Save as disclosed in “History and Corporate Structure — Corporate Development and
Major Shareholding Changes of Our Company”, there has been no alteration in our share
capital within two years immediately preceding the date of this prospectus.
3. Changes in the Share Capital of Our Subsidiaries
Our Company’s subsidiaries are set out in note 1 in the Accountants’ Report as set out in
Appendix I to this prospectus. The following alterations in the share capital of our subsidiaries
have taken place within the two years immediately preceding the date of this prospectus:
On November 9, 2023, the registered capital of Azemidite was increased from
RMB19,500,000 to RMB22,100,000.
On December 12, 2024, the share capital of Ribocure AB was increased from
SEK1,187,500 to SEK1,253,000.
On June 13, 2025, the share capital of Ribocure AB was increased from SEK1,253,000
to SEK1,889,139.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-1 –


--- page 689 ---
On May 29, 2025, Shenzhen Ribotek was established in the PRC with registered capital
of RMB15,000,000.
On July 25, 2025, Shandong Ribotek was established in the PRC with registered capital
of RMB100,000,000.
On August 19, 2025, the registered capital of Azemidite was increased from
RMB22,100,000 to RMB23,891,892.
On October 15, 2025, the share capital of Ribo Australia was increased from
AUD7,864,174 to AUD9,367,218.
Save as disclosed above and in the section headed “History and Corporate Structure” in
this prospectus, there has been no alteration in the share capital of our subsidiaries within two
years immediately preceding the date of this prospectus.
4. Shareholders’ Resolutions
At the general meeting of our Company held on March 18, 2025, among other things, the
following resolutions were passed by the Shareholders:
(a) the issuance by our Company of H Shares of the nominal value of RMB1.0 each and
such H Shares be listed on the Stock Exchange;
(b) the number of H Shares to be issued pursuant to the Global Offering shall be no
more than 43,381,681 H Shares;
(c) subject to the completion of filing with the CSRC, upon completion of the Global
Offering, 134,203,110 Unlisted Shares in aggregate held by our Shareholders will be
converted into H Shares on a one-for-one basis;
(d) subject to the completion of the Global Offering, the granting of a general mandate
to the Board to allot and issue H Shares (including any sale or transfer of treasury
shares of the Company) at any time within a period up to the date of the conclusion
of the next annual general meeting of the Shareholders or the date on which the
Shareholders pass resolution to revoke or change such mandate, whichever is earlier,
upon such terms and conditions and for such purposes and to such persons as the
Board in their absolute discretion deem fit, and to handle the approval or filing of
the CSRC, the Stock Exchange and/or other relevant regulatory authorities with
respect to in the aforementioned general mandate in accordance with the relevant
laws and regulations, provided that, the number of H Shares to be issued shall not
exceed 20% of the number of H Shares in issue (excluding treasury shares, if any)
as of the Listing Date;
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-2 –


--- page 690 ---
(e) subject to the completion of the Global Offering, the conditional adoption of the
Articles of Association, which shall become effective on the Listing Date, and the
Board has been authorized to amend the Articles of Association in accordance with
any comments from the Stock Exchange and other relevant regulatory authorities;
(f) authorization of the Board and its authorized persons to amend the resolutions in
accordance with the requirements of competent regulatory authorities, and deal with
the specific implementation; and
(g) authorization of the Board and its authorized persons to handle all matters relating
to, among other things, the Global Offering, the issue and listing of the H Shares.
5. Reorganization
We have not gone through any corporate reorganization for the purpose of the Global
Offering. For details of the history and development of our Company, see “History and
Corporate Structure.”
B. FURTHER INFORMATION ABOUT OUR BUSINESS
1. Summary of Material Contracts
The following contracts (not being contract entered into in the ordinary course of
business) have been entered into by members of our Group within the two years preceding the
date of this prospectus and is or may be material:
(a) the cornerstone investment agreement dated December 29, 2025 entered into among
the Company, Arc Avenue Asset Management Pte. Ltd., China International Capital
Corporation Hong Kong Securities Limited and Citigroup Global Markets Asia
Limited, pursuant to which Arc Avenue Asset Management Pte. Ltd. agreed to
subscribe for Offer Shares at the Offer Price in the aggregate amount of Hong Kong
dollar equivalent of US$5,000,000;
(b) the cornerstone investment agreement dated December 29, 2025 entered into among
the Company, Bright Stone Holdings Limited, China International Capital
Corporation Hong Kong Securities Limited and Citigroup Global Markets Asia
Limited, pursuant to which Bright Stone Holdings Limited agreed to subscribe for
Offer Shares at the Offer Price in the aggregate amount of Hong Kong dollar
equivalent of US$4,000,000;
(c) the cornerstone investment agreement dated December 29, 2025 entered into among
the Company, China Asset Management (Hong Kong) Limited, China International
Capital Corporation Hong Kong Securities Limited and Citigroup Global Markets
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-3 –


--- page 691 ---
Asia Limited, pursuant to which China Asset Management (Hong Kong) Limited
agreed to subscribe for Offer Shares at the Offer Price in the aggregate amount of
Hong Kong dollar equivalent of US$15,000,000;
(d) the cornerstone investment agreement dated December 29, 2025 entered into among
the Company, Da Cheng International Asset Management Company Limited, China
International Capital Corporation Hong Kong Securities Limited and Citigroup
Global Markets Asia Limited, pursuant to which Da Cheng International Asset
Management Company Limited, agreed to subscribe for Offer Shares at the Offer
Price in the aggregate amount of Hong Kong dollar equivalent of US$12,000,000;
(e) the cornerstone investment agreement dated December 29, 2025 entered into among
the Company, Dacheng Fund Management Company Limited, China International
Capital Corporation Hong Kong Securities Limited and Citigroup Global Markets
Asia Limited, pursuant to which Dacheng Fund Management Company Limited,
agreed to subscribe for Offer Shares at the Offer Price in the aggregate amount of
Hong Kong dollar equivalent of US$3,000,000;
(f) the cornerstone investment agreement dated December 29, 2025 entered into among
the Company, Erik Selin Fastigheter Aktiebolag, China International Capital
Corporation Hong Kong Securities Limited and Citigroup Global Markets Asia
Limited, pursuant to which Erik Selin Fastigheter Aktiebolag agreed to subscribe for
Offer Shares at the Offer Price in the aggregate amount of Hong Kong dollar
equivalent of US$10,000,000;
(g) the cornerstone investment agreement dated December 29, 2025 entered into among
the Company, Himension Fund, China International Capital Corporation Hong Kong
Securities Limited and Citigroup Global Markets Asia Limited, pursuant to which
Himension Fund agreed to subscribe for Offer Shares at the Offer Price in the
aggregate amount of Hong Kong dollar equivalent of US$10,000,000;
(h) the cornerstone investment agreement dated December 29, 2025 entered into among
the Company, IvyRock Asset Management (HK) Limited, China International
Capital Corporation Hong Kong Securities Limited and Citigroup Global Markets
Asia Limited, pursuant to which IvyRock Asset Management (HK) Limited agreed
to subscribe for Offer Shares at the Offer Price in the aggregate amount of Hong
Kong dollar equivalent of US$4,000,000;
(i) the cornerstone investment agreement dated December 29, 2025 entered into among
the Company, Mingxin Growth V entures LS2 Limited, China International Capital
Corporation Hong Kong Securities Limited and Citigroup Global Markets Asia
Limited, pursuant to which Mingxin Growth V entures LS2 Limited agreed to
subscribe for Offer Shares at the Offer Price in the aggregate amount of Hong Kong
dollar equivalent of US$10,000,000;
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-4 –


--- page 692 ---
(j) the cornerstone investment agreement dated December 29, 2025 entered into among
the Company, Springs Capital (Hong Kong) Limited, China International Capital
Corporation Hong Kong Securities Limited and Citigroup Global Markets Asia
Limited, pursuant to which Springs Capital (Hong Kong) Limited agreed to
subscribe for Offer Shares at the Offer Price in the aggregate amount of Hong Kong
dollar equivalent of US$10,000,000;
(k) the cornerstone investment agreement dated December 29, 2025 entered into among
the Company, Taikang Life Insurance Co., Ltd, China International Capital
Corporation Hong Kong Securities Limited and Citigroup Global Markets Asia
Limited, pursuant to which Taikang Life Insurance Co., Ltd agreed to subscribe for
Offer Shares at the Offer Price in the aggregate amount of Hong Kong dollar
equivalent of US$12,000,000;
(l) the cornerstone investment agreement dated December 29, 2025 entered into among
the Company, Huatai Capital Investment Limited, China International Capital
Corporation Hong Kong Securities Limited and Citigroup Global Markets Asia
Limited, pursuant to which Huatai Capital Investment Limited agreed to subscribe
for Offer Shares at the Offer Price in the aggregate amount of Hong Kong dollar
equivalent of US$5,000,000 and hold such Offer Shares on a non-discretionary basis
to hedge a series of cross border delta-one OTC swap transactions entered into by
Huatai Capital Investment Limited, Huatai Securities Co., Ltd., Tenbagger Capital
(Shanghai, Nengxin), LP . and Tenbagger Capital (Shanghai, Ziran), LP .; and
(m) the Hong Kong Underwriting Agreement.
2. Intellectual Property Rights
(a) Trademarks
(i) Registered Trademarks
As of the Latest Practicable Date, we had registered the following trademarks which
we consider to be or may be material to our business:
No. Trademark
Place of
Registration
Registered
Owner Class
Registration
Number Expiry Date
1. /H1118/H1118
 PRC the Company 1 65920149 2033.01.13
2. /H1118/H1118
 PRC the Company 5 65936256 2033.01.13
3. /H1118/H1118
 PRC the Company 42 65936264 2033.01.13
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-5 –


--- page 693 ---
No. Trademark
Place of
Registration
Registered
Owner Class
Registration
Number Expiry Date
4. /H1118/H1118
 EUIPO the Company 1, 5, 42 1707621 2032.10.24
5. /H1118/H1118
 U.S. the Company 1, 5, 42 1707621 2032.10.24
6. /H1118/H1118
 PRC the Company 1 63614098 2032.10.06
7. /H1118/H1118
 PRC the Company 5 63618474 2032.10.06
8. /H1118/H1118
 PRC the Company 42 63622674 2032.09.20
9. /H1118/H1118
 EUIPO the Company 1, 5, 42 1686628 2032.07.15
10. /H1118/H1118
 U.S. the Company 1, 5, 42 1686628 2032.07.15
11. /H1118/H1118
 PRC the Company 5 72555797 2033.12.27
12. /H1118/H1118
 PRC the Company 42 72543113 2033.12.20
13. /H1118/H1118
 EUIPO the Company 5, 42 1769805 2033.11.10
14. /H1118/H1118
 U.S. the Company 5, 42 1769805 2033.11.10
15. /H1118/H1118
 PRC the Company 1 70219773 2033.09.06
16. /H1118/H1118
 PRC the Company 5 70195521 2033.09.06
17. /H1118/H1118
 PRC the Company 42 70221302 2033.09.06
18. /H1118/H1118
 PRC the Company 5 72543120 2033.12.20
19. /H1118/H1118
 PRC the Company 42 72544736 2033.12.20
20. /H1118/H1118
 EUIPO the Company 5, 42 1769807 2033.11.10
21. /H1118/H1118
 U.S. the Company 5, 42 1769807 2033.11.10
22. /H1118/H1118
 PRC the Company 5 72606588 2033.12.27
23. /H1118/H1118
 PRC the Company 42 72626419 2033.12.27
24. /H1118/H1118
 EUIPO the Company 5, 42 1769806 2033.11.10
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-6 –


--- page 694 ---
No. Trademark
Place of
Registration
Registered
Owner Class
Registration
Number Expiry Date
25. /H1118/H1118
 U.S. the Company 5, 42 1769806 2033.11.10
26. /H1118/H1118
 PRC Azemidite 1 73393630 2034.02.20
27. /H1118/H1118
 PRC Azemidite 5 73396882 2034.02.20
28. /H1118/H1118
 PRC Azemidite 40 73393123 2034.02.20
29. /H1118/H1118
 PRC Azemidite 42 73403974 2034.02.27
30. /H1118/H1118
 EUIPO Azemidite 1 1782948 2034.01.03
31. /H1118/H1118
 U.S. Azemidite 1 1782948 2034.01.03
32. /H1118/H1118
 U.K. Azemidite 1 1782948 2034.01.03
33. /H1118/H1118
 PRC Azemidite 1 67787193 2033.04.27
34. /H1118/H1118
 PRC Azemidite 5 67798654 2033.04.20
35. /H1118/H1118
 PRC Azemidite 40 67784259 2033.04.20
36. /H1118/H1118
 PRC Azemidite 42 67810982 2033.05.06
37. /H1118/H1118
 EUIPO Azemidite 1, 5, 40, 42 1726511 2033.02.23
38. /H1118/H1118
 U.S. Azemidite 1, 5, 40, 42 1726511 2033.02.23
39. /H1118/H1118
 U.K. Azemidite 1, 5, 40, 42 1728377 2033.02.28
40. /H1118/H1118
 EUIPO Ribocure AB 5, 42 018911476 2033.08.08
41. /H1118/H1118
 U.K. Ribocure AB 5, 42 1776550 2033.12.29
42. /H1118/H1118
 Australia Ribocure AB 5, 42 1776550 2033.12.29
43. /H1118/H1118
 U.S. Ribocure AB 5, 42 1776550 2033.12.29
44. /H1118/H1118
 Hong Kong the Company 5, 35, 42 306757084 2034.12.15
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-7 –


--- page 695 ---
(b) Patents
(i) Registered Patents
As of the Latest Practicable Date, we had registered the following patents which we
consider to be or may be material to our business:
No. Patent
Type of
patent
Place of
Registration Patent Number Owner
Expiration
Date (1)
1. /H1118/H1118/H1118Nucleic acid, composition and
conjugate containing same,
and preparation method and
use (ა
ʿႡ௪˙
ձ͜௄)
Invention PRC ZL201880049564.0 the Company 2038.11.29
2. /H1118/H1118/H1118Nucleic acid, composition and
conjugate containing same,
and preparation method and
use (ა
ʿႡ௪˙
ձ͜௄)
Invention Hong Kong HK40019842B the Company 2038.11.29
3. /H1118/H1118/H1118Nucleic acid, composition and
conjugate comprising the
same, and preparation
method and use thereof
Invention Australia AU2018377716B2 the Company 2038.11.29
4. /H1118/H1118/H1118Nucleic acid, composition and
conjugate containing same,
and preparation method and
use
Invention European
Patent
Office
EP3719125B1 the Company 2038.11.29
5. /H1118/H1118/H1118Nucleic acid, pharmaceutical
composition, conjugate,
preparation method, and use
(ي
ձ͜௄)
Invention PRC ZL202080007282.1 the Company 2040.5.21
6. /H1118/H1118/H1118Nucleic acid, pharmaceutical
composition, conjugate,
preparation method, and use
(ي
ձ͜௄)
Invention Hong Kong HK40051484B the Company 2040.5.21
7. /H1118/H1118/H1118Nucleic acid, pharmaceutical
composition, conjugate,
preparation method, and use
(ي
ձ͜௄)
Invention Australia AU2020280438B2 the Company 2040.5.21
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-8 –


--- page 696 ---
No. Patent
Type of
patent
Place of
Registration Patent Number Owner
Expiration
Date (1)
8. /H1118/H1118/H1118Conjugates and preparation
and use thereof (ʿ
ձ͜௄)
Invention PRC ZL201880049520.8 the Company 2038.11.29
9. /H1118/H1118/H1118Conjugates and preparation
and use thereof (ʿ
ձ͜௄)
Invention PRC ZL202310228885.X the Company 2038.11.29
10. /H1118/H1118Conjugates and preparation
and use thereof (ʿ
ձ͜௄)
Invention Hong Kong HK40019836B the Company 2038.11.29
11. /H1118/H1118CONJUGA TES AND
PREPARA TION AND USE
THEREOF
Invention European
Patent
Office
EP3732185B1 the Company 2038.11.29
12. /H1118/H1118Conjugates and preparation
and use thereof
Invention Australia AU2018394875B2 the Company 2038.11.29
13. /H1118/H1118Double-stranded
oligonucleotide,
composition and conjugate
comprising double-stranded
oligonucleotide, preparation
method therefor and use
thereof (㹷აeў
ၾၢ
ձ͜௄)
Invention PRC ZL201880049586.7 the Company 2038.11.29
14. /H1118/H1118DOUBLE-STRANDED
OLIGONUCLEOTIDE,
COMPOSITION AND
CONJUGA TE
COMPRISING DOUBLE-
STRANDED
OLIGONUCLEOTIDE,
PREPARA TION METHOD
THEREFOR AND USE
Invention European
Patent
Office
EP3719128B1 the Company 2038.11.29
15. /H1118/H1118Double-stranded
oligonucleotide,
composition and conjugate
comprising double-stranded
oligonucleotide, preparation
method therefor and use
thereof
Invention Australia AU2018374219B2 the Company 2038.11.29
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-9 –


--- page 697 ---
No. Patent
Type of
patent
Place of
Registration Patent Number Owner
Expiration
Date (1)
16. /H1118/H1118Double-stranded
oligonucleotide,
composition and conjugate
comprising double-stranded
oligonucleotide, preparation
method therefor and use
thereof (㹷აeў
ၾၢ
ձ͜௄)
Invention Hong Kong HK40019841B the Company 2038.11.29
17. /H1118/H1118Nucleic acid, composition and
conjugate containing same,
and preparation method and
use (ა
ʿՓ௪˙
ձ͜௄)
Invention PRC ZL202280046072.2 the Company 2042.6.30
18. /H1118/H1118Nucleic acid, composition and
conjugate containing same,
and preparation method and
use (ა
ʿՓ௪˙
ձ͜௄)
Invention Hong Kong HK40101485B the Company 2042.6.30
Note:
(1) Patent expiration does not include any applicable patent term extensions.
(c) Copyrights
As of the Latest Practicable Date, we had registered the following software copyright
which we consider to be material to our business:
No. Name of Software
Place of
Registration
Registered
Owner
Registration
Number
Registration
Date
1. /H1118/H1118Small nucleic acid
sequence full-
length detargeting
and SNP impact
analysis system
V1.0 (აҏΐ
୭ཪʿSNPᅂ
ӻ୕V1.0)
PRC the Company 2021SR1027774 2021.07.13
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-10 –


--- page 698 ---
As of the Latest Practicable Date, we also have the following registered artwork
copyrights which we consider to be material to our business:
No. Name of artwork
Place of
Registration
Registered
Owner
Registration
Number
Registration
Date
1. /H1118/H1118Ribo executive
mascot pong pong
emoji extension
Series (Λ
ַ࢝
ӻΐ)
PRC the Company ਷Ъ೮ο-2022-
F-10227417
2022.11.04
2. /H1118/H1118Ribo executive
mascot peng peng
portrait series
(؃ي
᎘྅ӻΐ)
PRC the Company ਷Ъ೮ο-2022-
F-10227416
2022.11.04
3. /H1118/H1118Ribo executive
mascot peng peng
main image series
(؃ي
˴Җ൥ӻΐ)
PRC the Company ਷Ъ೮ο-2022-
F-10227420
2022.11.04
(d) Domain Names
As of the Latest Practicable Date, we owned the following domain names, which we
consider to be or may be material to our business:
No. Domain Name Registration Owner Expiry Date
1. /H1118/H1118ribolia.com the Company 2027.03.28
2. /H1118/H1118ribolia.com.cn the Company 2027.03.28
3. /H1118/H1118ribolia.cn the Company 2027.11.22
4. /H1118/H1118ribolia.net the Company 2027.11.22
5. /H1118/H1118ribocure.com the Company 2027.02.23
Save as aforesaid, as of the Latest Practicable Date, there were no other trade or service
marks, patents, intellectual or industrial property rights that were material in relation to our
business.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-11 –


--- page 699 ---
C. FURTHER INFORMATION ABOUT OUR DIRECTORS, SUPERVISORS AND
SUBSTANTIAL SHAREHOLDERS
1. Disclosure of Interests
(a) Interests of the Directors, Supervisors and the Chief Executive of our Company
Saved as disclosed below, immediately following completion of the Global Offering and
the Conversion of Unlisted Shares into H Shares (assuming that the Offer Size Adjustment
Option and the Over-allotment Option are not exercised and no Shares are issued under the
Pre-IPO Share Option Scheme), so far as our Directors are aware, none of our Directors,
Supervisors or chief executive has any interests or short positions in our Shares, underlying
shares and debentures of our Company or any associated corporations (within the meaning of
Part XV of the SFO) which will have to be notified to our Company and the Hong Kong Stock
Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short
positions which they are taken or deemed to have under such provisions of the SFO) or which
will be required, pursuant to Section 352 of the SFO, to be recorded in the register referred to
therein or which will be required to be notified to our Company and the Hong Kong Stock
Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed
Companies contained in the Listing Rules.
(i) Interest in our Company
Name Position Nature of Interest
Number and
description
of Shares
% of shareholding
in the Unlisted
Shares/H Shares (1)
% of shareholding
in the total issued
share capital (1)
Dr. LIANG (2)(3)(4) /H1118/H1118Chairman of the
Board, executive
Director, and
chief executive
officer
Beneficial owner;
Interest of
spouse; interest
held jointly
with other
persons;
interest in
controlled
corporations
40,194,267
H Shares
24.86% 24.86%
Dr. ZHANG
(2)(3)(5)(6) /H1118Executive Director
and president
Beneficial owner;
Interest of
spouse; interest
held jointly
with other
persons;
interest in
controlled
corporations
40,194,267
H Shares
24.86% 24.86%
Dr. GAN Liming
(׼)
7) /H1118/H1118/H1118/H1118
Executive Director,
co-chief
executive officer,
global R&D
president and
chief medical
officer
Beneficial owner 623,987
H Shares
0.39% 0.39%
Mr. LI Y uhui
(ҽρሾ)
(8) /H1118/H1118/H1118/H1118
Non-executive
Director
Interest in
controlled
corporations
8,978,569
H Shares
5.55% 5.55%
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-12 –


--- page 700 ---
Notes:
(1) The calculation is based on the total number of 161,690,510 H Shares in issue immediately after
completion of the Global Offering and the Conversion of Unlisted Shares into H Shares
(assuming the Offer Size Adjustment Option and the Over-allotment Option are not exercised and
no Shares are issued under the Pre-IPO Share Option Scheme). Unlisted Shares and H Shares are
both ordinary Shares of the Company.
(2) Dr. LIANG and Dr. ZHANG are the spouse of each other and is deemed to be interested in the
Shares beneficially owned by each other under the SFO.
(3) Dr. LIANG, Dr. ZHANG, Ms. MO Hua, Professor XI Zhen, Professor ZHANG Lihe, Kunshan
Ruiman, Kunshan Ruiji and Kunshan Ruikong (collectively, “ Concert Parties ”) entered into a
concert party arrangement on March 8, 2017 (as further amended by a supplemental agreement
dated October 1, 2020). For details of the concert party arrangement, please see the section
headed “History and Corporate Structure — Acting-in-Concert”. By virtue of the SFO, each of
the Concert Parties are deemed to be interested in the Shares held by each other.
(4) As of the Latest Practicable Date, Kunshan Ruixing was the general partner of Kunshan Ruiman
and Dr. LIANG was the general partner of Kunshan Ruixing. The general partner of Kunshan
Ruiji was also Dr. LIANG. Therefore, Dr. LIANG is deemed to be interested in the Shares held
by Kunshan Ruiman and Kunshan Ruiji under the SFO.
(5) Kunshan Ruikong is a limited partnership established in the PRC on December 2, 2011, which
was held as to 44.4% by Dr. ZHANG as of the Latest Practicable Date, being the general partner.
Therefore, Dr. ZHANG is deemed to be interested in the Shares held by Kunshan Ruikong under
the SFO.
(6) On February 8, 2025, Dr. ZHANG was granted options by our Company to subscribe for 55,000
H Shares.
(7) On February 8, 2025, Dr. GAN Liming (׼was granted options by our Company to
subscribe for 623,987 H Shares.
(8) Shanghai Panlong V enture Investment Partnership (Limited Partnership) ( ɪऎᇂᗬ௴ุҳ༟Υྫ
Άุ(Υྫ)) is a limited partnership established in the PRC, whose general partner is
Shanghai Panlin Management Consulting Co., Ltd. (ʮ̡)( “ Panlin
Consulting ”). Panlin Consulting is a wholly owned by Shanghai Panlin Asset Management Co.,
Ltd. (ʮ̡)( “ Shanghai Panlin ”). Each of Ningbo Panlin Qianyuan
V enture Capital Partnership (Limited Partnership) (ᇂᎌ̑๕௴ุҳ༟ΥྫΆุ(Υྫ)),
Hangzhou Panlin Xukang V enture Capital Partnership (Limited Partnership) (ψᇂᎌϛੰ௴ุ
ҳ༟ΥྫΆุ(Υྫ)), Jiaxing Panlin Guangci V enture Capital Partnership (Limited
Partnership) ( ྗጳᇂᎌᄿฉ௴ุҳ༟ΥྫΆุ(Υྫ)), Jiaxing Panlin Y uesheng V enture
Capital Partnership (Limited Partnership) (͛௴ุҳ༟ΥྫΆุ(Υྫ)) and
Qingdao Panlin Hongyu V enture Capital Partnership (Limited Partnership) (ᇂᎌᒿ༃௴ุҳ
༟Άุ(Υྫ)) (collectively and together with Shanghai Panlong, “ Panlin ”) is a limited
partnership established in the PRC, whose general partner is Shanghai Panlin. Shanghai Panlin
was held as to 46.00% by Mr. LI Y uhui as of the Latest Practicable Date. Therefore, Mr. LI Y uhui
is deemed to be interested in the Shares held by Panlin under the SFO.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-13 –


--- page 701 ---
(ii) Interest in associated corporation of our Company
Name
Associated
corporation Nature of Interest
Number of
shares held
% of shareholding
in the associated
corporation
Dr. GAN
Liming
(׼)H1118
Ribocure AB Beneficial owner 124,875 6.61%
Interest in
controlled
corporation
(1)
178,125 9.43%
Note:
(1) Adstella Holding AB held approximately 9.43% equity interests in Ribocure AB directly. Adstella
Holding AB is owned by Dr. GAN Liming as to 34.67%. Therefore, Dr. GAN Liming is deemed
to be interested in the shares of Ribocure AB held by Adstella Holding AB under the SFO.
Adstella Holding AB is a company established for the purpose of implementing the Ribocure AB
Share Incentive Scheme. Pursuant to the deed of voting proxy dated April 17, 2025 executed by
Adstella Holding AB in favor of our Company, our Company shall be entitled to, as the attorney
of Adstella Holding AB, to exercise the voting rights attached the shares of Ribocure AB held by
Adstella Holding AB at the Company’s sole direction. For details, see the section headed
“Directors, Supervisors and Senior Management” and “— D. Share Incentive Schemes — 3.
Ribocure AB Share Incentive Scheme” in this Appendix.
(b) Interests of the substantial shareholders in the Shares
Save as disclosed in the section headed “Substantial Shareholders” in this prospectus, as
of the Latest Practicable Date, our Directors were not aware of any persons who would,
immediately following the completion of the Global Offering, having or be deemed or taken
to the beneficial interests or short position in our Shares or underlying Shares which would fall
to be disclosed to our Company under the provisions of 2 and 3 of Part XV of the SFO, or
directly or indirectly be entitled to exercise, or control the exercise of, 10% or more of the
voting power at any general meeting of our Company.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-14 –


--- page 702 ---
(c) Interest of the substantial shareholders of other members of our Group
As of the Latest Practicable Date, so far as our Directors are aware, the following persons
(other than our Directors or chief executive of our Company) were interested in 10% or more
of the nominal value of any class of share capital carrying rights to vote in all circumstances
at general meetings of other member of our Group:
Name of member
of our Group Name of shareholder
Amount of
registered
capital held
% of equity
interest in
other members
of our Group
Azemidite /H1118/H1118/H1118/H1118/H1118Tianjin Haihe Asymchem
Biopharmaceutical Industry
Innovation Investment Fund
(Limited Partnership)ऎ
ᔼᖹପุ௴อ
ږ(Υྫ)
RMB6.5
million
27.21%
Ribocure AB /H1118/H1118/H1118Erik Selin Fastigheter
Aktiebolag
SEK616,862 32.65%
2. Particulars of Service Agreements and Appointment Letters
Each of our Directors and Supervisors has entered into a service agreement or an
appointment letter with our Company. The principal particulars of these service agreements
and appointment letters are: (a) each of the agreements and appointment letters is for a term
of three years following their respective appointment date; and (b) each of the agreements and
appointment letters is subject to termination in accordance with their respective terms. The
service agreements and appointment letters may be renewed in accordance with our Articles of
Association and the applicable rules.
Save as disclosed above, our Company has not entered, and does not propose to enter, into
any service agreements or appointment letters with any of the Directors or Supervisors in their
respective capacities as Directors or Supervisors (other than contracts expiring or determinable
by the employer within one year without the payment of compensation (other than statutory
compensation)).
3. Directors’ and Supervisors’ Remuneration
For details of the Directors’ and Supervisors’ remuneration, see “Directors, Supervisors
and Senior Management — Remuneration of Directors, Supervisors and Five Highest Paid
Individuals” and note 8 to the Accountant’s Report as set out in Appendix I to this prospectus.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-15 –


--- page 703 ---
4. Disclaimers
(i) Save as disclosed in “History and Corporate Structure” and this appendix, none of
our Directors, Supervisors or any of the parties listed in “— E. Other Information
— 7. Consents of Experts” in this Appendix:
(a) is interested in our promotion, or in any assets which, within the two years
immediately preceding the date of this prospectus, have been acquired or
disposed of by or leased to us, or are proposed to be acquired or disposed of
by or leased to our Company; or
(b) is materially interested in any contract or arrangement subsisting at the date of
this prospectus that is significant in relation to our business;
(ii) Save as disclosed in this Appendix and in connection with the Underwriting
Agreements, none of the parties listed in “— E. Other Information — 7. Consents
of Experts” in this Appendix:
(a) is interested legally or beneficially in any Shares in any member of our Group;
or
(b) has any right (whether legally enforceable or not) to subscribe for or to
nominate persons to subscribe for any securities in any member of our Group;
(iii) None of our Directors or Supervisors or their close associates or any Shareholders
of our Company who, to the knowledge of our Directors, owns more than 5% of our
issued share capital has any interest in our top five customers or suppliers; and
(iv) Save as disclosed in “Substantial Shareholders,” none of our Directors or
Supervisors is a director or employee of a company that has an interest in the share
capital of our Company which, once the H Shares are listed on the Stock Exchange,
would have to be disclosed pursuant to Divisions 2 and 3 of Part XV of the SFO.
D. SHARE INCENTIVE SCHEMES
1. Employee Incentive Scheme
We have adopted the Employee Incentive Scheme on May 20, 2020. Kunshan Ruiman,
Kunshan Ruijing, Kunshan Ruixing, Kunshan Ruixiang, Kunshan Ruilang and Kunshan
Ruizhuo were established as the Employee Incentive Platforms in the purpose of the
implementation of the Employee Incentive Scheme. As of the Latest Practicable Date, Kunshan
Ruijing, Kunshan Ruixing, Kunshan Ruixiang, Kunshan Ruilang and Kunshan Ruizhuo,
through Kunshan Ruiman, held 5,539,551 Shares in aggregate, representing 4.13% of the
registered share capital of our Company. For details of our Employee Incentive Platforms,
please refer to “History and Corporate Structure — Employee Incentive Platforms” in this
prospectus.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-16 –


--- page 704 ---
The Employee Incentive Scheme is not subject to the provisions of Chapter 17 of the
Listing Rules as it does not involve the grant of Shares or the grant of options by our Company
to subscribe for the Shares under the Employee Incentive Scheme upon the Listing. Given the
underlying Shares under the Employee Incentive Scheme have already been issued to
Employee Incentive Platforms, there will not be any dilution effect to the issued Shares upon
the Listing.
Below is a summary of the principal terms of the Employee Incentive Scheme.
Summary of principal terms
(a) Purpose
The purpose of the Employee Incentive Scheme is to: (i) enhance the enthusiasm and
creativity of the employees of the Company; (ii) promote the sustainable growth of the
Company’s performance; and (iii) bring value-added benefits to employees while enhancing
the value of the Company.
(b) Participants
The Participants under the Employee Incentive Schemes of the Company include the
senior management, key technical personnel serving in the Company and other personnel
whom the Company believes needs to be incentivized (the “ Participants ”).
(c) Total number of the underlying Shares of the Incentive Awards
Participants will be interested in a total of 5,539,551 Shares through holding the limited
partnerships (the “ Incentive Awards ”) in the Employee Incentive Platforms, representing
3.34% of the Share of our Company in issue immediately following the Global Offering
(assuming that the Offer Size Adjustment Option and the Over-allotment Option are not
exercised and no Shares are issued under the Pre-IPO Share Option Scheme).
As of the date of this prospectus, all Incentive Awards have been granted to the
Participants.
(d) Form of the Employee Incentive Scheme
The Participants, as partners of the Employee Incentive Platforms, which are in the form
of limited partnerships, are entitled to subscribe for the limited partnership interests of the
Employee Incentive Platforms, thereby indirectly holding the Shares of the Company by virtue
of their capacity as limited partners of the Employee Incentive Platforms.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-17 –


--- page 705 ---
(e) Subscription price and the basis of determination of the subscription price
(i) For the Participants not subject to the service period requirements set out in the
Employee Incentive Scheme, the subscription price for the Incentive Awards is
RMB1.00 per registered capital of the Company, and such portion of Incentive
Awards were held by Participants in form of limited partnership interests in the
Employee Incentive Platforms; and
(ii) For the Participants subject to the service period requirements set out in the
Employee Incentive Scheme, the subscription price for the Incentive Awards is
RMB8.60 per registered capital of the Company, which was equal to 10% of the
price per registered capital under the Company’s Series C2 Financing in March
2020, i.e., RMB86.05, and such portion of Incentive Awards were held by
Participants in form of limited partnership interests in the Employee Incentive
Platforms.
(f) Lock-up period
The Shares indirectly held by certain Participants pursuant to the Employee Incentive
Scheme are subject to a lock-up period (the “ Lock-up Period ”) from the date of grant of the
Incentive Awards to the later of (i) the date of completion of three full fiscal years from the
date of Listing; and (ii) the expiry of mandatory lock-up period of the relevant Incentive
Awards in accordance with laws, regulations and requirements of the CSRC and the Stock
Exchange after Listing, if any.
During the Lock-up Period, the Participant shall not transfer the Incentive Awards or
create a pledge over the Incentive Awards.
(g) Redemption and settlement
After the Listing, while the Shares held by the Employee Incentive Platforms are still in
the Lock-up Period, the Participants shall continue to hold the Incentive Awards until the end
of the Lock-up Period. After the Listing and the Lock-up Period expires, subject to the
compliance with applicable laws and regulations and the rules of the CSRC and the Stock
Exchange in relation to the Lock-up Period or the rules on the reduction of shareholdings, the
Participants may realize the economic benefits attaching to the Incentive Awards by requesting
the general partner of the Employee Incentive Platforms to facilitate the redemption of the
limited partnership interest by selling the Shares indirectly held by them through the Employee
Incentive Platforms. After the completion of the selling of the Shares, the Employee Incentive
Platforms shall pay the proceeds to the Participants. The Employee Incentive Platforms are
entitled to deduct the relevant taxes and fees to be borne by the Participants in accordance with
the provisions of laws, regulations and relevant regulatory documents.
Notwithstanding the aforesaid, the Participants shall not instruct the Employee Incentive
Platforms to transfer their indirectly held Shares through the Employee Incentive Platforms
within six months after they leave the Company and/or its subsidiaries.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-18 –


--- page 706 ---
(h) Mandatory Transfer of the Incentive Awards
Where any of the following events occurs, the Participants shall transfer the Incentive
Awards to (i) the general partner of Kunshan Ruiman or (ii) the transferee designated by the
general partner of Kunshan Ruiman, or Kunshan Ruiman has the right to compulsorily sell the
Shares indirectly held by the Participants:
Events
Treatment of the Incentive Awards/
the consideration for repurchase
(i) Participants’ misconduct or breach of rules and regulation
During the period of employment of the
Participants in the Company and/or its
subsidiaries:
(a) being subject to compulsory
measures taken by judicial organs
and other state organs for
violating the Public Security
Administration Punishment Law
of the PRC (ط
) and the
provisions of the Criminal Law of
the PRC ( ʕശɛ͏΍ձ਷Α
) and other relevant laws and
regulations; or
(b) being dismissed from the
Company and/or its subsidiaries
due to violation of relevant state
laws, regulations, normative
documents or serious violation of
the provisions of the Company’s
and/or its subsidiaries’
management system (including,
but not limited to, the employee
handbook), labor contracts
(including confidentiality
contracts/clauses and non-
competition contracts/clauses)
and other provisions of the
Company and/or its subsidiaries.
Kunshan Ruiman has the right to require
Participants to transfer their respective
Incentive Awards to designated transferees
(limited to other limited partners of the
Employee Incentive Platforms or
employees of the Group).
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-19 –


--- page 707 ---
Events
Treatment of the Incentive Awards/
the consideration for repurchase
(ii) The Participants are dead or are legally declared dead Note (1)
(a) For the Participants who have
worked for the Company and/or
its subsidiaries for more than four
years.
The heirs who are entitled to legal
inheritance of the Participants’ Incentive
Awards shall, with the consent of the
general partner of Kunshan Ruiman, have
the right to inherit the Incentive Awards.
(b) For the Participants who have
worked for the Company and/or
its subsidiaries for less than four
years.
The Participants’ Incentive Awards shall be
transferred to the general partner of the
Employee Incentive Platforms or the
transferee designated by the general partner
of Kunshan Ruiman from the time of
his/her death or legally declared death at
the actual consideration the Participants
paid.
(iii) Cessation of employee relationship with the Company and/or its subsidiaries
Note (2)
(a) For the Participants who have
worked for the Company and/or
its subsidiaries for less than four
years.
Kunshan Ruiman has the right to require
Participants to transfer their respective
Incentive Awards to designated transferees
(limited to other limited partners of the
Employee Incentive Platforms or
employees of the Group) at the
consideration of: (i) the actual
consideration the Participants paid, plus
(ii) the interest on the aforesaid actual
consideration from the date of the actual
capital contribution by the Participants to
the date of the payment, which shall be
calculated with reference to the one-year
bank loan interest rate published by PBOC
on the date such event occurs.
(b) For the Participants who have
worked for the Company and/or
its subsidiaries for more than four
years.
Kunshan Ruiman has the right to
compulsorily sell the Shares indirectly held
by the Participants in accordance with the
market price at that time and return the
proceeds to the Participants, subject to the
compliance with applicable laws and
regulations and the rules of the CSRC and
the Stock Exchange in relation to the
lock-up period or the rules on the reduction
of shareholdings, and the Participants
therefore withdraw from the Employee
Incentive Platforms.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-20 –


--- page 708 ---
Notes:
(1) Heirs of Participants who indirectly hold the Shares through Kunshan Ruilang are entitled to inherit the
Incentive Awards held by such Participants in Kunshan Ruilang in accordance with the manner as set
out in paragraph (ii)(a) above, regardless of whether the Participants have worked for the Company
and/or its subsidiaries for more than four years at the time when they are dead or are legally declared
dead.
(2) Participants being partners of Kunshan Ruilang have the right to retain their interest in Kunshan Ruilang
after resignation, without being subject to any mandatory transfer requirements by Kunshan Ruiman.
Details of the Incentive Awards Grant Under the Employee Incentive Scheme
As of the Latest Practicable Date, all Incentive Awards under the Employee Incentive
Scheme were granted to the Participants. Details of the Incentive Awards granted to Directors,
Supervisors, senior management or connected persons under the Employee Incentive Scheme
are set out below:
Name
Position/
connected
relationship
Relevant
Employee
Incentive
Platforms
Approximate
partnership
interests of
the Employee
Incentive
Platforms
Approximate
number of
Shares
corresponding
to the Incentive
Awards held by
the Participant
Approximate
shareholding
percentage
corresponding
to the Incentive
Awards held by
the Participant
in the total
number of
Shares in issue
immediately
following the
Global Offering
Dr. LIANG /H1118/H1118/H1118/H1118/H1118Chairman of the
Board, executive
Director, and
chief executive
officer
Kunshan Ruixing 5.18% 176,349 0.11%
Kunshan Ruilang 0.37% 6,000 0.00%
Kunshan Ruizhuo 8.61% 18,000 0.01%
Dr. GAN Liming
(׼)H1118/H1118/H1118/H1118/H1118
Executive Director,
co-chief
executive officer,
global R&D
president and
chief medical
officer
Kunshan Ruixing 27.60% 114,000 0.07%
Kunshan Ruizhuo 91.39% 198,000 0.12%
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-21 –


--- page 709 ---
Name
Position/
connected
relationship
Relevant
Employee
Incentive
Platforms
Approximate
partnership
interests of
the Employee
Incentive
Platforms
Approximate
number of
Shares
corresponding
to the Incentive
Awards held by
the Participant
Approximate
shareholding
percentage
corresponding
to the Incentive
Awards held by
the Participant
in the total
number of
Shares in issue
immediately
following the
Global Offering
Dr. ZHANG /H1118/H1118/H1118/H1118Executive Director
and president
Kunshan Ruilang 24.84% 405,000 0.25%
Ms. W ANG Fan
(ˮ೦) /H1118/H1118/H1118/H1118/H1118/H1118
Chairman of the
Supervisory
Committee,
Supervisor
Kunshan Ruijing 3.14% 45,000 0.03%
Dr. GAO Shan
(৷ʆ) /H1118/H1118/H1118/H1118/H1118/H1118
Senior vice
president and
chief scientific
officer
Kunshan Ruijing 11.58% 166,000 0.10%
Kunshan Ruixiang 4.79% 57,000 0.04%
Kunshan Ruilang 8.28% 135,000 0.08%
Mr. ZHANG Ning
(ੵྐྵ) /H1118/H1118/H1118/H1118/H1118/H1118
Supervisor and
senior financial
manager
Kunshan Ruijing 1.88% 27,000 0.02%
Dr. TONG Cheng
(ഁϓ) /H1118/H1118/H1118/H1118/H1118/H1118
Executive vice
president
Kunshan Ruixing 21.79% 90,000 0.06%
Kunshan Ruilang 36.15% 589,302 0.36%
Note: Assuming that no options granted under the Pre-IPO Share Option Scheme are exercised and the Offer Size
Adjustment Option and the Over-allotment Option are not exercised.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-22 –


--- page 710 ---
Save for the details of Incentive Awards granted to Dr. LIANG, Dr. GAN Liming, Dr.
GAO Shan and Dr. TONG Cheng as disclosed above, details of other overlapping participants
and their respective Incentive Awards among Kunshan Ruijing, Kunshan Ruixiang and
Kunshan Ruilang are set out below:
Name
Relevant Employee
Incentive Platforms
Approximate
number of Shares
corresponding to
the Incentive
Awards held by
the Participant
Approximate
shareholding
percentage
corresponding to
the Incentive
Awards held by
the Participant in
the total number
of Shares in issue
immediately
following the
Global Offering
CHEN Ming ( ௓თ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118Kunshan Ruijing 326,000 0.20%
Kunshan Ruixiang 74,000 0.05%
FU Jing ( ˹ԯ)/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Kunshan Ruixiang 210,000 0.13%
Kunshan Ruilang 90,000 0.06%
W ANG Fengtong (ࣶ)H1118/H1118Kunshan Ruixiang 175,500 0.11%
Kunshan Ruilang 90,000 0.06%
LAI Wanfeng ( ፠ੈไ) /H1118/H1118/H1118/H1118/H1118Kunshan Ruijing 36,000 0.02%
Kunshan Ruixiang 84,000 0.05%
W ANG Xizhao ( ˮГ๫) /H1118/H1118/H1118Kunshan Ruijing 60,000 0.04%
Kunshan Ruixiang 19,500 0.01%
MA Sai ( ৵ᒄ) /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Kunshan Ruijing 12,000 0.01%
Kunshan Ruixiang 63,000 0.04%
ZHANG Xiaoming (׼)H1118Kunshan Ruijing 27,000 0.02%
Kunshan Ruixiang 27,000 0.02%
Each of the overlapping participants is a current or former employee of the Company.
2. Pre-IPO Share Option Scheme
Our Company adopted the Pre-IPO Share Option Scheme on December 10, 2024. The
following is a summary of the principal terms of the Pre-IPO Share Option Scheme.
(i) Purpose
The purposes of the Pre-IPO Share Option Scheme are to motivate our management team
and key employees, while attracting and integrating talents, enhance our technological R&D
capabilities and ensure the realization of our development strategy and operational goals.
(ii) Administration
The Pre-IPO Share Option Scheme’s approval, alteration and termination are subject to
the general meeting of the Company. The Board is authorized for the implementation of the
Pre-IPO Share Option Scheme.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-23 –


--- page 711 ---
(iii) Eligibility
The eligible participants of the Pre-IPO Share Option Scheme include Directors and
senior management, key employees and consultants of the Group (“ Eligible Participant ”).
Each Eligible Participant under the Pre-IPO Share Option Scheme should have signed an
employment contract or service contract with the Company or any of the subsidiaries of the
Company at the Grant Date (as defined below).
(iv) Grantees
There are 25 Eligible Participants under the Pre-IPO Share Option Scheme, including two
Directors, three senior management members (other than Directors), 19 key employees and one
consultant of our Group at the Grant Date (as defined below).
(v) Maximum Number of Shares
The total number of options granted under the Pre-IPO Share Option Scheme is 2,113,987
options, accounting for 1.58% of the Company’s total issued share capital immediately prior
to completion of the Global Offering. Each option entitles the Eligible Participants to purchase
one H Share.
(vi) Type of Shares
The underlying Shares under the Pre-IPO Share Option Scheme are the H shares to be
issued to the Eligible Participants by the Company upon Listing. The Company will not grant
any option under the Pre-IPO Share Option Scheme after Listing.
(vii) Grant Date
The date of grant of all options under the Pre-IPO Share Option Scheme is February 8,
2025 (the “ Grant Date ”).
(viii) V alidity Period
The validity period of the Pre-IPO Share Option Scheme begins from the Grant Date and
ends on the date when the options granted to the Eligible Participants are fully exercised or
canceled, not exceeding the earliest of: (1) 60 months from the Listing; (2) ten years from the
Grant Date; and (3) any other duration specified by laws and regulations.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-24 –


--- page 712 ---
(ix) V esting Schedule
The vesting schedule for options granted to each Eligible Participant under the Pre-IPO
Share Option Scheme is in the following manner:
1. 50% of options granted to each Eligible Participant shall be vested from the first
trading day following 24 months after the Listing Date to the last trading day within
36 months from the Listing Date (the “ First Vesting Tranche ”); and
2. 50% of options granted to each Eligible Participant shall be vested from the first
trading day following 36 months after the Listing Date to the last trading day within
48 months from the Listing Date (the “ Second Vesting Tranche ”).
The actual amount of options to be vested under the Pre-IPO Share Option Scheme is
subject to the achievement of certain performance targets of the relevant Eligible Participants
as further described below.
(x) Performance Targets and V esting Conditions
The Company will assess and score the performance of the Eligible Participants for each
assessment year. The assessment results for each year are divided into five grades: S, A, B, C,
and D with reference to the Company’s annual performance assessment implementation plan.
Regarding the First V esting Tranche, starting from the year 2024 up to and including the
year preceding the first vesting date of options under the First V esting Tranche, for Eligible
Participants with an annual assessment result of (i) B or above, they can exercise the full
number of options; or (ii) C or below, options granted will be cancelled by the Company.
Regarding the Second V esting Tranche, in the year preceding the first vesting date of
options under the Second V esting Tranche, for Eligible Participants with an assessment result
of (i) B or above, they can exercise the full number of options or (ii) C or below, options
granted will be cancelled by the Company.
(xi) Exercise Period
The options granted under the Pre-IPO Share Option Scheme can be exercised after
vesting on any trading day but no later than the last trading day within the 48 months after the
Listing Date.
(xii) Grant Price and Exercise Price
There is no grant price of option under the Pre-IPO Share Option Scheme.
The exercise price of the option under the Pre-IPO Share Option Scheme is RMB3.7 per
Share.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-25 –


--- page 713 ---
(xiii) Basis of Determination of the Exercise Price
The exercise price of the options granted under the Pre-IPO Share Option Scheme is
determined based on, among others, the incentive strength, the impact of share-based payment
expenses on the Company, the impact on the Company’s cash flow, the dilution of existing
Shareholders’ Shares, the construction of the management team, the Company’s growth, and
the team’s ability to contribute capital, in order to ensure the effectiveness of the Pre-IPO Share
Option Scheme and achieve the desired incentive effect.
(xiv) Lock-up Periods and Restrictions
The Shares issued to the Eligible Participants from exercise of options under the Pre-IPO
Share Option Scheme shall be subject to a lock-up period of 12 months from the date of
exercise of such options.
(xv) Transferability
The options granted to the Eligible Participants and the underlying Shares issued from
exercise of options shall not be transferred, pledged, or used to repay debts prior to the exercise
and during the lock-up period.
(xvi) Capital Restructuring
During the period from the adoption of the Pre-IPO Share Option Scheme until the
exercise of their respective options by the Eligible Participants, if the Company engages in
capital reserve transfers to increase its share capital, declaration and distribution of dividends,
capital splits or consolidations, issuance of additional shares and other activities resulting the
change of share capital of the Company, the number of options granted to the Eligible
Participants will be adjusted accordingly.
(xvii) Adjustment on the Options Granted to Eligible Participants
There are several circumstances set out in the Pre-IPO Share Option Scheme which will
result in the adjustment (including, among others, forfeiture and lapse) of options granted to
Eligible Participants, including the position change, termination of employment, departure due
to incapacity or decease, violations of laws, misconduct and other non-compliance of Eligible
Participants and other circumstances the Board considers appropriate.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-26 –


--- page 714 ---
(xviii) Outstanding Share Options Granted under the Pre-IPO Share Option Scheme
As of the Latest Practicable Date, (i) the number of underlying Shares pursuant to the
outstanding options granted under the Pre-IPO Share Option Scheme amounted to 2,113,987
Shares, representing approximately 1.31% of the issued Shares immediately following the
completion of the Global Offering (assuming that no options granted under the Pre-IPO Share
Option Scheme are exercised and the Offer Size Adjustment Option and the Over-allotment
Option are not exercised).
Assuming full vesting and exercise of all outstanding options granted under the Pre-IPO
Share Option Scheme, the shareholding of our Shareholders immediately following completion
of the Global Offering (assuming that all options granted under the Pre-IPO Share Option
Scheme are exercised and the Offer Size Adjustment Option and the Over-allotment Option are
not exercised), will be diluted by approximately 1.29%. As the Group incurred losses for the
year ended December 31, 2024, the dilutive potential Shares were not included in the
calculation of diluted loss per share as their inclusion would have been anti-dilutive.
Accordingly, the diluted loss per share for the year ended December 31, 2024 was the same as
the basic loss per Shares of the same period.
Below is a list of the grantees under the Pre-IPO Share Option Scheme. No further options
are expected to be granted under the Pre-IPO Share Option Scheme.
Name
Position in
Our Group Address Grant Date
Vesting
Period
Exercise
Period
Exercise
Price
per Share
Number of
Shares
underlying
the
outstanding
options
Approximate %
of issued Shares
immediately
after completion
of the Global
Offering (1)
(RMB)
Directors
Dr. GAN
Liming /H1118/H1118/H1118/H1118
Executive
Director,
co-chief
executive
officer, global
R&D president
and chief
medical officer
Hovaas Jagarevag
9 43652 Hovaas
V astra Gotaland
Gothenburg
Sweden
February 8,
2025
Note 2 Note 3 3.7 623,987 0.39%
Dr. ZHANG /H1118/H1118Executive
Director and
president
No. 203, Unit 2,
Building 29
Brownstone
Garden Haidian
District Beijing
PRC
February 8,
2025
Note 2 Note 3 3.7 55,000 0.03%
Subtotal /H1118/H1118/H1118/H1118 678,987 0.42%
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-27 –


--- page 715 ---
Name
Position in
Our Group Address Grant Date
Vesting
Period
Exercise
Period
Exercise
Price
per Share
Number of
Shares
underlying
the
outstanding
options
Approximate %
of issued Shares
immediately
after completion
of the Global
Offering (1)
(RMB)
Senior management (other than Directors)
Dr. TONG
Cheng /H1118/H1118/H1118/H1118
Executive vice
president
Room 2211
Building 32
Kunyu Apartment
(Wanheyuan
Branch) Kunshan
City Jiangsu
Province PRC
February 8,
2025
Note 2 Note 3 3.7 70,000 0.04%
Dr. GAO Shan /H1118Senior vice
president and
chief scientific
officer
Room 501, Gate 1
Building 5
Jialing Dongli
Jiayi Road
Nankai District
Tianjin
PRC
February 8,
2025
Note 2 Note 3 3.7 60,000 0.04%
Mr. ZHANG
Su /H1118/H1118/H1118/H1118/H1118/H1118
Chief financial
officer,
secretary of
the Board and
joint company
secretary
Room 102, No. 30
Lane 263,
Huanlong Road
Pudong New Area
Shanghai
PRC
February 8,
2025
Note 2 Note 3 3.7 300,000 0.19%
Subtotal /H1118/H1118/H1118/H1118 430,000 0.27%
Other employees
MA Sai /H1118/H1118/H1118/H1118/H1118Head of business
development
Room 3503,
No. 14, Lane 77
Longrui Road
Xuhui District
Shanghai
PRC
February 8,
2025
Note 2 Note 3 3.7 225,000 0.14%
YU Hong /H1118/H1118/H1118/H1118Head of
pharmacokinetics
and toxicology
studies
Unit A, Block 45
Longjing Bay,
District B
Panggezhuang
Town Daxing
District Beijing
PRC
February 8,
2025
Note 2 Note 3 3.7 70,000 0.04%
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-28 –


--- page 716 ---
Name
Position in
Our Group Address Grant Date
Vesting
Period
Exercise
Period
Exercise
Price
per Share
Number of
Shares
underlying
the
outstanding
options
Approximate %
of issued Shares
immediately
after completion
of the Global
Offering (1)
(RMB)
ZHOU Y ang /H1118/H1118Director of legal
department
No 12, Lane 2399
Gonghexin Road
Jing’an District
Shanghai
PRC
February 8,
2025
Note 2 Note 3 3.7 45,000 0.03%
CHEN Ming
(4) /H1118Chief financial
officer and
secretary of
the Board
Room 1110
Building 27
Kunyu Apartment
(Wanheyuan
Branch) Kunshan
City Jiangsu
Province PRC
February 8,
2025
Note 2 Note 3 3.7 40,000 0.02%
W ANG
Fengtong /H1118/H1118/H1118
Head of
intellectual
property
department
No. 502, Door 1,
Shiyan Building 11
Zhixinbeili No. 16
Haidian District
Beijing
PRC
February 8,
2025
Note 2 Note 3 3.7 40,000 0.02%
LAI Wanfeng /H1118/H1118Head of quality
assurance
No. 1, Floor 22
Unit 3
Runjingyuan No.
11 Zhongshan
District Dalian,
Liaoning Province
PRC
February 8,
2025
Note 2 Note 3 3.7 40,000 0.02%
LI Yi /H1118/H1118/H1118/H1118/H1118/H1118Deputy director
of intellectual
property
department
902, Building 3
Shuzhijiayuan
Haidian District
Beijing
PRC
February 8,
2025
Note 2 Note 3 3.7 35,000 0.02%
LI Shaohua /H1118/H1118/H1118Director of
nucleic acid
technology
research
department
No. 502, Door 4
Building 11
Dingchang Road
No. 26
Fengtai District
Beijing
PRC
February 8,
2025
Note 2 Note 3 3.7 35,000 0.02%
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-29 –


--- page 717 ---
Name
Position in
Our Group Address Grant Date
Vesting
Period
Exercise
Period
Exercise
Price
per Share
Number of
Shares
underlying
the
outstanding
options
Approximate %
of issued Shares
immediately
after completion
of the Global
Offering (1)
(RMB)
CAO Huiqing /H1118Director of
pharmacology
R&D
department
No. 301, Unit 3,
Building No. 8
Tianxiunan
One Road
No. 16 Garden
Haidian District
Beijing
PRC
February 8,
2025
Note 2 Note 3 3.7 35,000 0.02%
ZHAN Bingli /H1118/H1118Head of corporate
development
No. 605, Unit 3
Fuxing Road
No. 61
Haidian District
Beijing
PRC
February 8,
2025
Note 2 Note 3 3.7 30,000 0.02%
QIU Bin /H1118/H1118/H1118/H1118Director of
information
technology
Room 501, No. 7,
Lane 457
Zhenjin Road
Putuo District
Shanghai
PRC
February 8,
2025
Note 2 Note 3 3.7 30,000 0.02%
WU Meili /H1118/H1118/H1118Senior
procurement
manager
Room 1402,
Building 36
Xinweilai Garden
Shenhu Road
No. 588
Suzhou New
Industrial Park
Suzhou,
Jiangsu Province
PRC
February 8,
2025
Note 2 Note 3 3.7 30,000 0.02%
CAO Liqiang /H1118/H1118Director of
medical
chemistry
No. 102, Door 2,
Building 4
Hanyayuan
Jiancai Avenue
Nankai District
Tianjin
PRC
February 8,
2025
Note 2 Note 3 3.7 25,000 0.02%
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-30 –


--- page 718 ---
Name
Position in
Our Group Address Grant Date
Vesting
Period
Exercise
Period
Exercise
Price
per Share
Number of
Shares
underlying
the
outstanding
options
Approximate %
of issued Shares
immediately
after completion
of the Global
Offering (1)
(RMB)
ZHOU Y ue /H1118/H1118/H1118Director of
analytical
R&D
(5)
Room 501, No. 8,
Lane 25
Kangjian Road
Xuhui District
Shanghai
PRC
February 8,
2025
Note 2 Note 3 3.7 25,000 0.02%
LI Xia /H1118/H1118/H1118/H1118/H1118Senior internal
audit manager
Room 203,
Building 5
Huangpu City
Garden
Tongfeng East
Road No. 777
Y ushan Town
Kunshan,
Jiangsu Province
PRC
February 8,
2025
Note 2 Note 3 3.7 25,000 0.02%
FU Jing /H1118/H1118/H1118/H1118Head of clinical
operation
Room 302, Door 2,
Unit A, Building 5
Ritan North Road
Chaoyang District
Beijing
PRC
February 8,
2025
Note 2 Note 3 3.7 20,000 0.01%
GUO Zhaoxu /H1118/H1118Medical
representative
and director of
toxicology
Room 502, Unit 1,
Building No. 6
Jinrongyuan
Xihongmen Town
Daxing District
Beijing
PRC
February 8,
2025
Note 2 Note 3 3.7 20,000 0.01%
Y ANG Ru /H1118/H1118/H1118Deputy director
of preclinical
quality
assurance
department
No. 601, Unit A,
Building 4,
District 1
Nangong Yingbin
Road No. 33 Y ard
Fengtai District
Beijing
PRC
February 8,
2025
Note 2 Note 3 3.7 20,000 0.01%
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-31 –


--- page 719 ---
Name
Position in
Our Group Address Grant Date
Vesting
Period
Exercise
Period
Exercise
Price
per Share
Number of
Shares
underlying
the
outstanding
options
Approximate %
of issued Shares
immediately
after completion
of the Global
Offering (1)
(RMB)
W ANG Xizhao /H1118Director of active
pharmaceutical
ingredient
process R&D
Room 2203,
Building 36
Huajing Garden
Suzhou Industrial
Park, Suzhou,
Jiangsu Province
PRC
February 8,
2025
Note 2 Note 3 3.7 15,000 0.01%
Subtotal /H1118/H1118/H1118/H1118 805,000 0.50%
Consultant
LI Yifan /H1118/H1118/H1118/H1118– Room 2903, No. 4,
Lane 688
Xizang South Road
Huangpu District
Shanghai
PRC
February 8,
2025
Note 2 Note 3 3.7 200,000 0.12%
Total /H1118/H1118/H1118/H1118/H1118/H1118 2,113,987 1.31%
Notes:
(1) Assuming that no options granted under the Pre-IPO Share Option Scheme are exercised and the Offer Size
Adjustment Option and the Over-allotment Option are not exercised.
(2) For the vesting period under the Pre-IPO Share Option Scheme, please refer to the paragraph (ix) above.
(3) The options granted under the Pre-IPO Share Option Scheme can be exercised after vesting on any trading day
but no later than the last trading day within the 48 months after the Listing Date.
(4) Mr. Chen was an employee of the Company at the Grant Date. He resigned and ceased being an employee of
our Group in March 2025.
(5) Ms. Zhou was an employee of the Company at the Grant Date. She resigned and ceased being an employee
of our Group in August 2025.
An application has been made to the Stock Exchange for the listing of and permission to
deal in the H Shares which may be allotted and issued upon the exercise of the outstanding
options pursuant to the Pre-IPO Share Option Scheme.
3. Ribocure AB Share Incentive Scheme
The following is a summary of the principal terms of the Ribocure AB Share Incentive
Scheme as adopted by our subsidiary Ribocure AB on January 5, 2023. The terms of the
Ribocure AB Share Incentive Scheme are not subject to the provisions of Chapter 17 of the
Listing Rules as Ribocure AB is not a principal subsidiary of the Company under Rule 17.14
of the Listing Rules.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-32 –


--- page 720 ---
Summary of key terms
(a) Purpose
The purpose of the Ribocure AB Share Incentive Scheme is to motivate and retain
employees within the Group to contribute to the growth of Ribocure AB.
(b) Eligible participants
Eligible participants of the Ribocure AB Share Incentive Scheme include selected
individuals of Ribocure AB (“ Key Employees ”).
(c) Administration
Adstella Holding AB (“ Adstella ”) is a company established for the purpose of
implementing the Ribocure AB Share Incentive Scheme. The Ribocure AB Share Incentive
Scheme shall be subject to the administration of the board of directors of Ribocure AB and the
decision of the board of directors of Ribocure AB shall be final and binding on all related
parties.
(d) Grant of the Adstella Shares
The Key Employees will from time to time be offered to acquire shares of Adstella
(“Adstella Shares ”) and thereby indirectly hold the shares of Ribocure AB. Adstella held
178,125 shares of Ribocure AB (“ Incentive Shares Pool ”) as of the Latest Practicable Date,
representing 9.43% of the shares of Ribocure AB.
(e) Grant and V esting Period
Grant period: as of the Latest Practicable Date, the total issued Adstella Shares was
30,000, consisting of 29,246 Adstella Shares granted to 26 Key Employees and 754 Adstella
Shares repurchased by Dr. GAN Liming pursuant to the Ribocure AB Share Incentive Scheme,
which may be further granted to eligible participants.
V esting Period: the Adstella Shares granted to the Key Employees shall vest after five
years from their respective employment date (“ Vesting Period ”).
(f) Purchase Price
The purchase price for the Adstella Shares to be paid by the relevant Key Employee shall
be the market value at the time for grant of the Adstella Shares. The subscription price for the
shares in Ribocure AB subscribed for by Adstella corresponded to the quota value of the shares
in Ribocure AB.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-33 –


--- page 721 ---
(g) Maximum number of Incentive Shares subject to the Ribocure AB Share Incentive Scheme
The maximum number of shares in Ribocure AB subscribed for and owned by Adstella
is the 178,125 shares, representing 9.43% of the total issued shares of Ribocure AB as of the
Latest Practicable Date, currently owned by Adstella and, consequently, indirectly owned by
the Key Employees holding the Adstella Shares.
(h) Repurchase of the Adstella Shares
Where any of the following events occurs, the participants shall transfer the Adstella
Shares to Dr. GAN Liming or any other Key Employees or third party designated by Dr. GAN
Liming:
Events
Repurchase of the Adstella Shares
and the consideration
(a) Providing the Key Employees cease to
be employed by Ribocure AB during
the V esting Period and the Key
Employees cease to be employed by
Ribo as a result of (except for long-
term illness, Ribocure AB’s material
breach of any terms of the employee’s
employment agreement or if Ribocure
AB in any other way materially
violates its obligations and
undertakings in relation to the Key
Employees):
(i) termination by the Key
Employees;
(ii) the Key Employees being
dismissed by Ribocure AB due to
reasons which is or would be
considered valid grounds for
dismissal due to personal reason
or dismissal under Swedish
employment law (regardless of
being an employee or a manager
not comprised by said law), or
(iii) the Key Employees breach the
obligations under the
shareholders’ agreement of
Adstella.
The Key Employees shall be obliged to
immediately offer the shares to Dr. GAN
Liming, or any other party or third party
designated by Dr. GAN Liming, for re-
purchase, and Dr. GAN Liming or such
party designated by him is obliged to
accept such offer. The purchase price for
such repurchase shall be either the relevant
Key Employees’ acquisition price of the
Adstella Shares or the fair market value of
Adstella Shares at the time for the
repurchase, whichever is the lower.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-34 –


--- page 722 ---
Events
Repurchase of the Adstella Shares
and the consideration
(b) Providing the Key Employees cease
to be employed by Ribocure AB
during the V esting Period and the Key
Employees:
(i) retire, not temporarily, due to age
or medical reasons, or die;
(ii) retire, not temporarily, from
employment (on agreed terms)
due to the serious ill, health or
disablement of his spouse or any
dependent child; or
(iii) cease to be employed by
Ribocure AB for any other reason
than what is specified in
paragraph (a) above.
The Key Employees shall be obliged to
immediately offer the shares to Dr. GAN
Liming or any other party or third party
designated by Dr. GAN Liming, for re-
purchase. Dr. GAN Liming or such party
designated by him shall have the right but
not the obligation to purchase the shares
offered. The purchase price for such re-
purchase shall be the fair market value of
Adstella Shares at the time for the re-
purchase.
(c) The Key Employee cease to be
employed by Ribocure AB after the
V esting Period.
The Key Employees shall be obliged to
immediately offer the shares to Dr. GAN
Liming or any other party or third party
designated by Dr. GAN Liming, for re-
purchase. Dr. GAN Liming or such party
designated by him shall have the right but
not the obligation to purchase the shares
offered. The purchase price for such re-
purchase shall be the fair market value of
Adstella Shares at the time for the
repurchase.
(i) Adstella Shares granted and vested
As of the Latest Practicable Date, Adstella had granted 29,246 Adstella Shares to 26 Key
Employees and none of the Adstella Shares have been vested.
E. OTHER INFORMATION
1. Estate Duty
Our Directors have been advised that no material liability for estate duty is likely to fall
on our Company or any of our subsidiaries.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-35 –


--- page 723 ---
2. Litigation
As of the Latest Practicable Date, we were not engaged in any litigation, arbitration or
claim of material importance and no litigation arbitration or claim of material importance and
no litigation, arbitration or claim of material importance was known to our Directors to be
pending or threatened by or against us, that would have a material adverse effect on our
financial condition or results of operations.
3. Joint Sponsors
The Joint Sponsors have made an application on behalf of our Company to the Listing
Committee for listing of, and permission to deal in, the H Shares of our Company. All
necessary arrangements have been made enabling the H Shares to be admitted into CCASS.
Each of Joint Sponsors satisfies the independence criteria applicable to sponsors set out
in Rule 3A.07 of the Listing Rules.
Pursuant to the engagement letter entered into between our Company and the Joint
Sponsors, we have agreed to pay each of the Joint Sponsors a fee of US$500,000 to act as the
sponsors of our Company in connection with the Listing.
4. Compliance Advisor
Our Company has appointed Soochow Securities International Capital Limited as as our
Compliance Advisor in compliance with Rule 3A.19 of the Listing Rules.
5. Preliminary Expenses
We have not incurred any material preliminary expenses in relation to the incorporation
of our Company.
6. Taxation of holder of H Shares
The sale, purchase and transfer of H Shares are subject to Hong Kong stamp duty if such
sale, purchase and transfer are effected on the H Share register of members of our Company,
including in circumstances where such transaction is effected on the Stock Exchange. The
current rate of Hong Kong stamp duty for such sale, purchase and transfer is a 0.1% of the
consideration or, if higher, the fair value of the H Shares being sold or transferred. For further
information in relation to taxation, see “Appendix III — Taxation and Foreign Exchange.”
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-36 –


--- page 724 ---
7. Consents of Experts
The following experts have each given and have not withdrawn their respective written
consents to the issue of this prospectus with copies of their reports, letters, opinions or
summaries of opinions (as the case may be) and the references to their names included herein
in the form and context in which they are respectively included.
Name Qualification
China International Capital Corporation
Hong Kong Securities Limited /H1118/H1118/H1118/H1118/H1118/H1118
Licensed to conduct type 1 (dealing in
securities), type 2 (dealing in futures
contracts), type 4 (advising on securities),
type 5 (advising on futures contracts) and
type 6 (advising on corporate finance)
regulated activities as defined under the SFO
Citigroup Global Markets Asia Limited /H1118Licensed corporation under the SFO to
conduct Type 1 (dealing in securities), Type 2
(dealing in futures contracts), Type 4
(advising on securities), Type 5 (advising on
futures contracts), Type 6 (advising on
corporate finance) and Type 7 (providing
automated trading services) of the regulated
activities under the SFO
Zhong Lun Law Firm /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118PRC legal Advisers to our Company
Ernst & Y oung /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118Certified Public Accountants and Registered
Public Interest Entity Auditors
Frost & Sullivan (Beijing) Inc.,
Shanghai Branch Co. /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Independent industry consultant
Asia-Pacific Consulting and
Appraisal Limited /H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118/H1118
Independent property valuer
As of the Latest Practicable Date, save as disclosed in this prospectus and in connection
with the Underwriting Agreements, none of the experts named above had any shareholding
interest in our Company or any of our subsidiaries or the right (whether legally enforceable or
not) to subscribe for or to nominate persons to subscribe for securities in any member of our
Group.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-37 –


--- page 725 ---
8. Promoters
The promoters of our Company are all of the 41 Shareholders of our Company as of
August 14, 2020.
(1) Dr. LIANG Zicai ( ૑ɿʑ)
(2) Kunshan Ruikong Enterprise Management Consulting L.P . (ʆ๿છΆุ၍ଣፔ༔
ΥྫΆุ(Υྫ))
(3) Future Industry Investment Fund (Limited Partnership) (ږ(Ϟ
Υྫ))
(4) Ionis Pharmaceuticals, Inc.
(5) Wise Vigour Limited
(6) Shenzhen Yilong V enture Capital L.P . ( ଉέᑈᎲ௴ุҳ༟ΥྫΆุ(Υྫ))
(7) Kunshan Ruiman Enterprise Management Consulting L.P . (ʆ๿ਟΆุ၍ଣፔ༔
ΥྫΆุ(Υྫ))
(8) Suzhou Jiyuan Y uanxing Equity Investment L.P . (ᛆҳ༟ΥྫΆุ
(Υྫ))
(9) Ningbo Panlin Qianyuan Equity Investment Partnership (Limited Partnership) (ت
ᛆҳ༟ΥྫΆุ(Υྫ)) (currently known as Ningbo Panlin
Qianyuan V enture Capital Partnership (Limited Partnership) (ᇂᎌ̑๕௴ุҳ
༟ΥྫΆุ(Υྫ))
(10) Kunshan Industrial Technology Research Institute of Small Nucleic Acid
Biotechnology Research Institute Co. Ltd. (Ҧஔ
ப΂ʮ̡)
(11) Ms. MO Hua ( ୽ശ)
(12) Professor XI Zhen (ॆ)
(13) China Resources Life Sciences Group Co., Ltd. (ʮ̡)
(14) CICC Qide (Xiamen) Innovation Biomedical Equity Investment Fund Partnership
(Limited Partnership) (઼ᅃ(ژ)ΥྫΆุ(Υ
ྫ)) (currently known as CICC Qide (Xiamen) Innovation Biomedical V enture
Capital Partnership (Limited Partnership) (઼ᅃ(ژ)ᔼᖹ௴ุҳ༟
ΥྫΆุ(Υྫ)))
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-38 –


--- page 726 ---
(15) Mr. LIU Guoping ( ᄎ਷̻)
(16) Professor ZHANG Lihe ( ੵᓿձ)
(17) Zhuhai Gaoling Qiheng Equity Investment L.P . (ᛆҳ༟ΥྫΆุ(Ϟ
Υྫ)) (currently known as Zhuhai Qiheng Equity Investment L.P . ( मऎ〾㛬ҳ༟
ΥྫΆุ(Υྫ))
(18) Shanghai Y angtze River Delta Industrial Upgrading Equity Investment L.P . (ڗ
ᛆҳ༟ΥྫΆุ(Υྫ))
(19) Jiaxing Futong Investment L.P . ( ྗጳ၅ஷҳ༟ΥྫΆุ(Υྫ))
(20) Tianjin Legend Star V enture Capital Co. Ltd. (ʮ̡)
(currently known as Xizang Xingfan Enterprise Management Co., Ltd. (ωΆ
ʮ̡))
(21) Kunshan Ruiji Enterprise Management Consulting L.P . (ʆ๿ҦΆุ၍ଣፔ༔Υྫ
Άุ(Υྫ))
(22) Ningbo Daxie Y ungong Jiajie Equity Investment Partnership (Limited Partnership)
(ᛆҳ༟ΥྫΆุ(Υྫ))
(23) Zhuhai Qidi Rongchuang I Medical Industry Investment L.P . (ፄ௴ɓಂᔼ
ᐕପุҳ༟ΥྫΆุ(Υྫ))
(24) Ningbo Meishan Bonded Port District Qirui Equity Investment L.P . (೼
ᛆҳ༟ʕː(Υྫ))
(25) Jiaxing Co-way Yintian V enture Capital L.P . ( ྗጳ଺ිვ͞௴ุҳ༟ΥྫΆุ(ࠢ
Υྫ))
(26) Shanghai Zhulu Enterprise Management Consultation Center L.P . ( ɪऎጘ௔Άุ၍
ଣፔ༔ʕː(Υྫ))
(27) Trinity Zhongzhi (Tianjin) V enture Capital Center L.P . ( ɧɓ଺қ(ݵ)௴ุҳ༟ʕ
ː(Υྫ))
(28) Ningbo Panlin Shenghui V enture Capital Partnership (Limited Partnership) (ᇂ
ᎌସฯ௴ุҳ༟ΥྫΆุ(Υྫ)) (currently known as Jiaxing Panlin Y uesheng
V enture Capital Partnership (Limited Partnership) (͛௴ุҳ༟ΥྫΆุ
(Υྫ)))
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-39 –


--- page 727 ---
(29) Shanghai Panlong V enture Capital Partnership (Limited Partnership) ( ɪऎᇂᗬ௴ุ
ҳ༟ΥྫΆุ(Υྫ)) (currently known as Shanghai Panlong V enture Capital
Partnership (Limited Partnership) ( ɪऎᇂᗬ௴ุҳ༟ΥྫΆุ(Υྫ))
(30) Claes Robert Wahlestedt
(31) Joseph Wade Collard
(32) Zhuhai Hongtao Y ouxuan Equity Investment Partnership (LP) (ᛆҳ
༟ΥྫΆุ(Υྫ))
(33) Xinsu Ronghe (Changezhou) Environment Protection Investment Fund L.P . ( อᘽፄ
Υ(੬ψ)ږ(Υྫ))
(34) Langma Seventeen (Shenzhen) V enture Capital Center L.P . (ီɤɖ໮(ଉέ)௴ุ
ҳ༟ʕː(Υྫ))
(35) Langma Twenty (Shenzhen) V enture Capital Center L.P . (ီɚɤ໮(ଉέ)௴ุҳ
༟ʕː(Υྫ))
(36) Shenzhen Blue Ocean No. 1 Fund Management Investment Center L.P . ( ଉέᔝऎఠ
၍ଣҳ༟ʕː(Υྫ))
(37) Kunshan Shuangyu Investment Enterprise L.P . (ҳ༟Άุ(Υྫ))
(38) Shanghai Bluestone Investment Co., Ltd. (ʮ̡)
(39) Shanghai Chuang Y uan Y uan Investment Management Co. Ltd. (ҳ༟၍
ʮ̡)
(40) Trinity UCSF Limited
(41) Jiaxing Xiangtian V enture Capital L.P . ( ྗጳ൥͞௴ุҳ༟ΥྫΆุ(Υྫ))
Save as disclosed in “History and Corporate Structure”, within the two years immediately
preceding the date of this prospectus, no cash, securities or other benefit has been paid, allotted
or given nor are any proposed to be paid, allotted or given to the promoters named above in
connection with the Global Offering and the related transactions described in this prospectus.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-40 –


--- page 728 ---
9. Bilingual Document
The English language and Chinese language versions of this prospectus are being
published separately in reliance upon the exemption provided by section 4 of the Companies
Ordinance (Exemption of Companies and Prospectuses from Compliance with Provisions)
Notice (Chapter 32L of the Laws of Hong Kong).
10. Binding Effect
This prospectus shall have the effect, if an application is made in pursuance of this
prospectus, of rendering all persons concerned bound by all of the provisions (other than the
penal provisions) of Sections 44A and 44B of the Companies (Winding Up and Miscellaneous
Provisions) Ordinance in so far as applicable.
11. No Material Adverse Change
Our Directors confirm that there has been no material adverse change in our financial,
trading position or prospects since June 30, 2025, being the date of our combined financial
statements as set out in “Appendix I — Accountant’s Report,” up to the date of this prospectus.
12. Miscellaneous
(i) Save as disclosed in “History and Corporate Structure” and this Appendix and in
connection with the Underwriting Agreements, within the two years immediately
preceding the date of this prospectus:
(a) no share or loan capital of our Company or any of its subsidiaries has been
issued nor agreed to be issued fully or partly paid either for cash or for a
consideration other than cash;
(b) no commissions, discounts, brokerage fee or other special terms have been
granted in connection with the issue or sale of any Share or loan capital of our
Company or any of our subsidiaries;
(c) no Share or loan capital of our Company is under option or is agreed
conditionally or unconditionally to be put under option; and
(d) no commission has been paid or is payable for subscribing or agreeing to
subscribe, or procuring or agreeing to procure the subscriptions of any share in
our Company or any of our subsidiaries.
(ii) we have not issued nor agreed to issue any founder shares, management shares or
deferred shares;
(iii) There are no arrangements under which future dividends are waived or agreed to be
waived;
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-41 –


--- page 729 ---
(iv) There are no procedures for the exercise of any right of pre-emption or
transferability of subscription rights;
(v) There have been no interruptions in our business which may have or have had a
significant effect on our financial position in the 12 months preceding the date of
this prospectus;
(vi) There are no restrictions affecting the remittance of profits or repatriation of capital
by us into Hong Kong from outside Hong Kong;
(vii) No part of the equity or debt securities of our Company or any member of our
Group, if any, is currently listed on or dealt in on any stock exchange or trading
system, and no such listing or permission to list on any stock exchange other than
the Hong Kong Stock Exchange is currently being or agreed to be sought; and
(viii) Our Company has no outstanding convertible debt securities or debentures.
APPENDIX VII STATUTORY AND GENERAL INFORMATION
– VII-42 –


--- page 730 ---
DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES IN HONG KONG
The documents attached to the copy of this prospectus and delivered to the Registrar of
Companies in Hong Kong for registration were, among other documents:
(a) the written consents referred to in “Appendix VII — Statutory and General
Information — E. Other Information — 7. Consents of Experts;” and
(b) copies of the material contracts referred to in “Appendix VII — Statutory and
General Information — B. Further Information about Our Business — 1. Summary
of Material Contracts”
DOCUMENTS A V AILABLE ON DISPLAY
Copies of the following documents will be available on display on the Stock Exchange’s
website at www.hkexnews.hk and our Company’s website at www.ribolia.com during a period
of 14 days from the date of this prospectus:
(a) the Articles of Association;
(b) the Accountants’ Report from Ernst & Y oung, the text of which is set out in
Appendix I to this prospectus;
(c) the audited financial statements of our Group for the years ended December 31,
2023 and 2024 and the six months ended June 30, 2025;
(d) the report on unaudited pro forma financial information of our Group from Ernst &
Y oung, the text of which is set out in Appendix II to this prospectus;
(e) the legal opinions issued by Zhong Lun Law Firm, our PRC Legal Advisors in
respect of certain matters of our Group in the PRC;
(f) the industry report prepared by Frost & Sullivan, the summary of which is set forth
in “Industry Overview”;
(g) the letter, summary of property value and valuation reports relating to the property
interest of our Group prepared by Asia-Pacific Consulting and Appraisal Limited,
the text of which is set out in Appendix IV to this prospectus;
(h) a copy of each of the PRC Company Law, the PRC Securities Law, the Trial
Measures for the Administration Related to the Overseas Securities Offering and
Listing by Domestic Companies together with their unofficial English translations;
APPENDIX VIII DOCUMENTS DELIVERED TO THE REGISTRAR
OF COMPANIES AND A V AILABLE ON DISPLAY
– VIII-1 –


--- page 731 ---
(i) the material contracts referred to in “Appendix VII — Statutory and General
Information — B. Further Information about Our Business — 1. Summary of
Material Contracts”;
(j) the written consents referred to in “Appendix VII — Statutory and General
Information — E. Other Information — 7. Consents of Experts”;
(k) the terms of the Pre-IPO Share Option Scheme; and
(l) the service contracts referred to in “Appendix VII — Statutory and General
Information — C. Further Information about Our Directors, Supervisors and
Substantial Shareholders — 2. Particulars of Service Agreements and Appointment
Letters”.
APPENDIX VIII DOCUMENTS DELIVERED TO THE REGISTRAR
OF COMPANIES AND A V AILABLE ON DISPLAY
– VIII-2 –


--- page 732 ---
